Dale County Commission Commission Meeting Minutes - May 8, 2018  The Dale County Commission convened in a regular session Tuesday, May 8, 2018. The following members were present: Chairman Mark Blankenship; District One Commissioner Chris Carroll; District Two Commissioner Steve McKinnon; District Three Commissioner Charles W. Gary; and District Four Commissioner Frankie Wilson. Chairman Blankenship called the meeting to order at 11:00 am. Commissioner McKinnon opened with the Pledge of Allegiance. Commissioner Carroll followed with  prayer.  AWARDS, PRESENTATIONS. AND PROCLAMATIONS  May, 2018 was proclaimed Community Action Month.  Corrections Officer, Jimmy Peters, was recognized for his completion of the NIJO  program.  APPROVED - MEMORANDUM OF WARRANTS AND MINUTES  Commissioner McKinnon made a motion to approve the following:  1. Memorandum of Warrants:  Payroll check numbers 154458-154461. Payroll direct deposit numbers 27155-27287. Accounts Payable check numbers 79757-79959.  2. Minutes of Commission Meeting April 10, 2018. 3. Minutes of Commission Meeting April 24, 2018.  Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED = 2018-2019 ACCALEGISLATIVE COMMITTEE  Commissioner Gary made a motion to approve Commissioner Steve McKinnon as the 2018-2019 legislative committee member for Dale County Commission. Commissioner Wilson seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes - May 8,2018  Page2of3  APPROVED - 2018 COUNTYWIDE CHIP SEAL- - CONTRACTLABOR Commissioner McKinnon made a motion to approve contract labor in the amount of Commissioner Carroll seconded the motion, all voted aye. Motion carried.  $6,624.00 for the 2018 Countywide Chip Seal project.  APPROVED - ADDENDUM TO PERSONNEL POLICIES  Commissioner McKinnon made a motion to approve the posting of the addendum to the  Personnel Policies and Procedures Handbook (see Exhibit 1). Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED - PERSONNEL  Commissioner Carroll made a motion to approve the following:  1. Michael German - Change of Status. 2. Adam Bruhn and Scott Spurlock - Promotion.  Commissioner McKinnon seconded the motion, all voted aye. Motion carried.  APPROVED - ABATEMENTS  Commissioner McKinnon made a motion to approve the following abatements  (see Exhibit 2):  1. Project Camellia: $90M project. A 50% abatement on County ad valorem taxes excluding all school taxes. 2. Project Pinckard: $90M project. A 50% abatement on County ad valorem taxes excluding all school taxes.  Commissioner Gary seconded the motion, all voted aye. Motion carried.    Dale County Commission  Commission Meeting Minutes May 8, 2018  Page3of3  ANNOUNCEMENT = NEXT REGULAR MEETING  Chairman Blankenship announced that the next regular meeting of the Dale County  Commission will be Tuesday May 22, 2018 at 10:00 a.m.  ADJOURNMENT:CONFIRMATORY STATEMENT  Commission Chairman Blankenship made a motion to adjourn the meeting. Commissioner McKinnon seconded the motion. All voted aye. Motion carried. Itis hereby ordered the foregoing documents, resolutions, etc., be duly confirmed and entered into the minutes of the Dale County Commission as its official actions.  A Aha  Mark Blankenship, Commission Chairman    EXHIBIT 1  ADDENDUM Dale County Commission Personnel Policies and Procedures Handbook  May 02, 2018 Changes are inl Bold  Purpose of Addendum: To correct start date of County Paid Life Insurance.  SECTION) XI COMPENSATION AND BENEFITS No.3 EMPLOYEE INSURANCE PROGRAM  PARTB BENEFITS  C.  Presently Reads:  Each eligible employee is automatically covered by a life insurance policy. The County  will pay the policy premiums.  Change:  Each eligible employee will covered by a life insurance policy effective the first of the month after hire date. The County will pay the policy premiums.    EXHIBIT 2  RESOLUTION NO. 2D18-05-08 -l  BE IT RESOLVED by the County Commission of DALE COUNTY,  ALABAMA (the "Commission"), as follows:  Section 1. The Commission does hereby find, declare and ascertain as follows:  that PINCKARD SOLAR LLC, a Delaware limited liability company (herein called the "Company"), is considering the acquisition, development, equipping, and installation of an up to 100 MWac new solar photovoltaic generating facility located wholly within Dale County, Alabama (the "County"), and located partially within the corporate limits ofthe Town ofPinckard, Alabama (the "Town") and partially within the police jurisdiction of the Town, on that certain parcel of approximately 700 acres (the "Project"); that the Project would promote trade and commerce in the State of Alabama(the "State"), and in the County; that in order to induce the Company to acquire, develop, equip, and install the Project, it is desirable and appropriate for the Commission to offer to abate certain sales, use, and ad valorem taxes imposed by the State and the County with respect to the Project, pursuant to the provisions of Act No. 92-599 enacted during the 1992 Regular Session oft the Legislature of Alabama and now codified as Chapter 9B ofTitle 40 of the Code of Alabama (1975), as amended (the "Tax Abatement Act"), as provided in the "Application to Local Granting Authority for Abatement of Taxes" presented to the meeting at which this resolution is adopted (such application is attached hereto as Exhibit "A" and made a partofthis resolution asiffully and completely set forth herein); that the' Town has granted certain tax abatements imposed by the Town with respect to the Project by a resolution passed on November 7, 2017, a copy of which is attached hereto as Exhibit "*B" and made a part of this resolution as if fully and completely set forth herein; and that in order to induce the Company to move forward with the Project, iti is desirable and appropriate for the Commission to grant said tax  abatements.  Section 2. Pursuant to the provisions of the Tax Abatement Act, the Commission  hereby grants to the Company abatements of all Construction Related Transaction Taxes imposed by the State and, to the extent the County's Construction Related Transaction Taxes become abatable, 25% ofsuch Construction Related Transaction Taxes imposed by the County associated with the Project to the fullest extent allowed under the Tax Abatement Act and abatements of all    Noneducational Ad Valorem Taxesi imposed by the! State and S0PsofNomeducational Ad Valorem Taxes imposed by the County for aj period of ten (10); years for each piece of property obtained by the Company for the Project, said abatements to start on a property-by-property basis on the October Ist following the date on which such property is or becomes owned, for federal income tax purposes, by the Company. The terms "Construction Related Transaction Taxes" and "Noneducational Ad Valorem Taxes" shall have the same meaning herein as in the Tax Abatement  Act.  Section 3. In order to induce the Company to acquire, develop, equip, and  install the Project in the County, the Chairman of the Commission is hereby authorized to execute and deliver, for and in the name and behalf of the Commission, a so-called "Tax Abatement Agreement," to provide for the abatements granted in Section 2 above between the County and the Company in substantially the form presented to the meeting at which this resolution is adopted (which form is attached hereto as Exhibit "C" and made a part of this resolution as if fully and completely set forth herein) with such changes, not inconsistent with the provisions hereof, as the Chairman oft the Commission shall determine to be necessary or desirable in order to consummate the transactions authorized by this resolution and the County Administrator is hereby authorized toa affix the seal of the Commission to said Tax Abatement Agreement and to attest the same.  Section 4. General Authorization. The Chairman of the Commission and the  County Administrator are hereby further authorized and directed to execute, deliver, seal, and attest such other ancillary documents and certificates as may be necessary to effect the transaction authorized by this resolution, and their signatures thereon shall be conclusive evidence oft the due  exercise of this authority.  Section 5. Severability Provisions. The various provisions of this resolution are  hereby declared to be severable. In the event any provision hereof shall be held invalid by a court ofcompetent jurisdiction, such invalidity shall not affect any other portion oft this resolution.  Section 6. Contract. The terms of this resolution shall be deemed a contract with  the Company. and may not be rescinded or amended by the Commission without the express.  written consent oft the Company.  2    DONE on the Swpn  wa  Chairman oft the County Commission  ATTEST:  County  BuGy  4    TAX ABATEMENT AGREEMENT  THIS TAX ABATEMENT AGREEMENT (this "Agreement") is made and  entered into effective this & day of AL! 2018, between DALE COUNTY, ALABAMA, a political subdivision of the State of Alabama (the "County"), and PINCKARD  SOLAR LLC, a Delaware limited liability company (the "Company").  RECITALS:  WHEREAS, in order to promote local industrial and commercial development,  the Company proposes to acquire, develop, equip, and install an up to 100 MWac new solar photovoltaic generating facility (the "Project") located wholly within Dale County, Alabama, and located partially within the corporate limits oft the Town of Pinckard, Alabama (the "Town") and partially within the police jurisdiction of the Town, on that certain parcel of approximately 700 acres as more particularly described in Exhibit "A" attached hereto (the "Project Site"); and abatements with respect to the Project pursuant to the provisions of Act No. 92-599 enacted during the 1992 Regular Session of the Legislature of Alabama and now codified as Chapter 9B ofTitle 40 ofthe Code of Alabama (1975), as amended (the "Tax Abatement Act"), and filed the related Application to Local Granting Authority for Abatement of Taxes (the "Application"), a a  WHEREAS, the Company has requested that the County grant certain tax  copy of which is attached hereto as Exhibit "B"; and  WHEREAS, the Project is located within the jurisdiction of the County, and the  County has determined that the Company should be granted certain tax abatements provided under the Tax Abatement Act in order to encourage, and as additional incentive to, the Company  to undertake the Project in the County'sjurisdiction; and  WHEREAS, the Town has granted certain tax abatements imposed by the Town  with respect to the Project by a resolution passed on November 7, 2017, a copy of which is  attached hereto as Exhibit "C"; and  WHEREAS, the County has performed a cost/benefit analysis and concluded that  itis to the advantage of the public that tax abatements be granted in accordance with this  Agreement.  NOW, THEREFORE, in consideration of the respective agreements on the part of  the County and the Company herein contained, the County and the Company do hereby agree as  follows:  Section 1 a)  The Company hereby makes the following representations and The amount to be invested by the Company in the acquisition,  warranties with respect to the Project:  development, equipping. and installation of the Project is projected to be $90,000,000 within the County's jurisdiction. The County acknowledges that this is only a good faith estimate and shall  not be binding on the Company.  1/4356765.6    b)  The Company expects that it will initially employ two individuals with  respect to the Project, with a total annual payroll of approximately $100,000. In Year 1, the Company expects the annual payroll ofthe two individuals initially employed with respect to the Project to increase to approximately $102,500 and does not expect to employ any additional individuals with respect to the Project; in Year 2, the Company expects the annual payroll oft the two individuals initially employed with respect to the Project to increase to approximately $105,063 and does not expect to employ any additional individuals with respect to the Project; and in Year 3, the Company expects the annual payroll of the two individuals initially employed with respect to the Project to increase to approximately $107,689 and does not expect to employ any additional individuals with respect to the Project. The County acknowledges that these are  only good faith estimates and shall not be binding on the Company.  c)  No part of the Project consists of repairs, maintenance, renovations,  remodeling or rebuilding with respect to existing property of the Company or replacement of  existing equipment owned by the Company.  d)  No part of the Project has been placed in service in Alabama by the  Company or by aj person who is a related party, as defined in 26 U.S.C. $ 267, with respect to the  Company prior to the execution and delivery ofthis Agreement.  e) f) Section 2  The acquisition, development, equipping, and installation of the Project The Project conducts trade or business as described under the definition  will constitute "private use industrial property" within the meaning oft the Tax Abatement Act. of"Renewable Energy Facility" in Section 40-9B-3(a)(22) oft the Tax Abatement Act.  Abatements. The County hereby grants the Company abatements  of all Construction Related Transaction Taxes imposed by the State of Alabama (the "State") and, to the extent the County's Construction Related Transaction Taxes become abatable, 25%of such Construction Related Transaction Taxes imposed by the County associated with the Project to the fullest extent allowed under the Tax Abatement Act and abatements of all Noneducational Ad Valorem Taxes imposed by the State and 50% of Noneducational Ad Valorem Taxes imposed by the County for a period of ten (10) years for each piece of property obtained by the Company for the Project, said abatements to start on a property-by-property basis on the October Ist following the date on which such property is or becomes owned, for federal income tax purposes, by the Company. The terms "Construction Related Transaction Taxes" and "Noneducational Ad Valorem Taxes" shall have the same meaning herein as in the Tax Abatement Act. As a basis for the abatements granted by the County, the County hereby finds and declares (in reliance, in part, upon certain information supplied by the Company) as follows:  a)  The estimated amount of the abatement applicable to the Company's  investment in the Project is as follows:  i) ii)  Construction Related Transaction Taxes: $900,000. Noneducational Ad Valorem Taxes: $1,668,870.  2  1/4356765.6    b) The estimates of tax abatements contained in this Section 2 are estimates  and not restrictions or limitations. Iti is the intent of this Agreement, and the County, that the abatements be granted to the Company in accordance with the opening paragraph of Section 2 whether or not such abatements exceed the estimated amounts above and whether or not ownership oft the Project is vested in the Company for common law purposes, for federal income  tax purposes. or for any other tax purposes.  c) The parties hereto hereby acknowledge that the Project may include  manufacturing equipment not currently accounted for in this Agreement and whose ownership has not yet been determined and that, in order to account for such investment, the parties hereto may seek an amendment to this Agreement and the related abatement documents at a future date. the County in this Agreement extend to any future noneducational ad valorem taxes. Thus, if any additional noneducational ad valorem taxes are levied by any municipality, county, state, or other governmental entity to which the Company would otherwise be subject, then as provided in this Agreement, the Company shall receive an abatement from such taxes. The abatements granted by the County shall continue in effect notwithstanding any annexation, any de- annexation, or any re-annexation by any municipality and any inclusion, any exclusion, or any re-inclusion in the police jurisdiction of any municipality. Moreover, upon any annexation by any municipality or inclusion within the police jurisdiction of any municipality, the Project will be abated from any taxes of such municipality to the maximum extent permitted by the Tax Abatement Act. The Company will remain liable for any ad valorem taxes that are imposed or levied for educational purposes or for capital improvements for education to the extent such  Section: 3  Future Tax Changes: The abatements granted to the Company by  taxes are not abatable under applicable law.  Section 4 a)  The Company represents and warrants to the County as follows: that the granting of the tax abatements herein granted by the County will  assist the Company in establishing the Project;  b) that it is being induced, in part, to arrange for and proceed with the  acquisition, development, equipping, and installation of the Project in reliance on the  undertakings of the County herein contained;  c)  that the Company is organized and formed under the laws of the State of  Delaware, is in good standing under its certificate of formation and the laws of said state and has power to enter into, and to perform and observe the agreements and covenants on its part  contained in this Agreement;  d) the execution and delivery of this Agreement on its part has been duly  authorized by all neçessary action; and  e) that it is qualified to do business in Alabama.  3  1/4356765.6    Section5 5 a)  The County represents and warrants to the Company as follows: that it has corporate power under the Constitution and laws of the State of  Alabama (including particularly the provisions of the Tax Abatement Act) to carry out the  provisions ofthis Agreement;  b)  that the execution oft this Agreement on its behalf has been duly authorized  by resolution adopted by the County; and abatements provided in Section 2.  c) the Project is located within the County'sj jurisdiction for granting the tax  Section6 6 a)  Successors and Assigns.  To the extent permitted by the Tax Abatement Act: (i) this Agreement  shall bind and inure to the benefit of the parties and their respective successors and assigns; (ii) the Company may, at any time while this Agreement is in effect, assign (outright, in fee, in part, collaterally, conditionally, in trust, or otherwise) any ofi its respective rights, privileges, interests, and obligations hereunder to another person or legal entity or entities, provided further that no assignment of any such rights, privileges, interests, and obligations under this Agreement shall discharge the Company from primary liability for all obligations assumed by the Company under this Agreement; and (iii) the tax abatements herein granted shall be available to any successor owner oft the Project or any portion thereof that operates the Project or such portion as part of the Project and as an "industrial or research enterprise," as such term is defined in the Tax Abatement Act, including. without limitation, any developer/lessor, any leasing company, and any affiliate of the Company (e.g. a landlord), to the same extent that such abatements would have been realized by the Company had it continued to own the Project or such portion thereof. hereunder, the County hereby consents to such assignment in advance and agrees that the assignee(s) shall be fully entitled to such abatements as if the same had been granted to such assignee(s) directly by the County. Further, the County agrees to cooperate with the Company and any assignee(s) in order to facilitate such assignment and the County will execute such documents as may be necessary or requested by the Company and/or any assignee(s) including, without limitation, any necessary amendments hereto, SO that the tax abatements granted herein to the Company may be transferred and or allocated, in whole or in part, in order and to the extent necessary to allow the Company and any assignee(s) the full benefit of such tax  b) In the event the Company desires to assign all or any of its rights  abatements.  Section 7  Title to Property. To the extent permitted by the Tax Abatement  Act, the abatements provided for in this Agreement shall be effective for, and apply to, the Project and the Company regardless of whether ownership of the real and personal property constituting the Project is deemed to be (for common law purposes, for federal income tax purposes, or for any other tax purposes) in the Company; a parent or subsidiary corporation of the Company or any other entity affiliated with the Company; the County; the State Industrial Development Authority; a lender of funds to the Company or any lessor holding title to any portion of the Project; any receiver, trustee, or other fiduciary on behalf of the Company and/or  4  1/4356765.6    any affiliate of the Company or its creditors; any trustee in bankruptey or debtor-in-possession of the Company and/or its affiliates; a Project contractor or subcontractor; or a Project vendor. all notifications required under the Tax Abatement Act as a result of the abatements granted in Section 2, including notification of the Alabama Department of Revenue, as required pursuant to  Section8 8  Notifications of Abatement. The Company shall cause to be filed  Sections 40-9B-5(d) of the Tax Abatement Act.  Section 9  Further Assurances and Cooperation. Each party shall execute  such additional documents and instruments as may reasonably be required by counsel for the other party to carry out the purpose and intent of this Agreement. Also, the County agrees to take necessary steps and actions to insure that the Company receives the abatement of taxes set forth in this Agreement. Further, neither the County nor the Company will take any actions  which would undermine or circumvent the intent of this Agreement.  Section 10 Amendment in Writing. This Agreement may not be amended,  modified, altered, changed, terminated, or waived in any respect whatsoever, except by a further  agreement in writing, properly executed by all the parties.  Section 11 Severability. All of the terms, provisions, and conditions of this  Agreement shall be deemed to be severable in nature. Iffor any reason the provisions hereof are held to be invalid or unenforceable to any extent, to the extent that such provisions are valid and enforceable, a court of competent jurisdiction shall construe and interpret this Agreement to  provide for maximum validity and enforceability oft this Agreement.  Section 12 Construction. This Agreement shall be liberally construed to Section 13 Counterparts. This Agreement may be executed in any number of  effectuate the granting of the abatements intended to be provided by this Agreement.  counterparts, each of which shall be deemed an original and all of which, taken together, shall  constitute a single document.  Section 14 Effective Date. This Agreement shall become effective  immediately upon its execution in full by the County and the Company.  5  1/4356765.6    IN WITNESS WHEREOF, the County and the Company have caused this  Agreement to be executed in their respective names effective as oft the date first set above.  DALE COUNTY,ALABAMA  -  By: - Name: Title:  Nh  PLALIR  ATTEST:  By: AGy Name:_ Pe Title: Adadisicakl  GANC  PINCKARD SOLAR LLC, a Delaware limited  liability company By: Name: Title:  6  1/4356765.6    EXHIBITA PROJECT SITE  1/4356610.2    TIMMONS GROUP :    TIMMONS GROUP  :    Be  S  TIMMONS GROUP  *    TIMMONS GROUP :    TIMMONS GROUP :    TIMMONS GROUP *    TIMMONS GROUP - :    TIMMONS GROUP :    EXHIBITB  APPLICATION TO LOCAL GRANTING AUTHORITY  FOR ABATEMENT OFTAXES  (See Attached)  1/4356610.2    ALABAMA DEPAKTMENT OF REVENUE Application to Granting Authority for. Abatement ofTaxes Under Chapter 9B, Title 40, Code ofAlnbana 1975  Form cO. CAA 6/15  Noneducational Sales and Usel Taxes, Moneducational Propertyl Taxes, and/or  and Mortgage Recording Taxes taxes levied for educational purposes or for capital  This form Is to be submitted l3 the granting authority for consideration, ing mprovements for education, and/or mortgage andr recurding fees, Ina accordance with thep 1a TYPEC OFABATEVENTAF APFLYPGFOA K Sales & Use Taxes X Property Taxes 15. ELACHERSIEMOHSETA Jyes No EOESUAPRACUTICIEAT TELESSERDF CKECKAPPIEABESOO 0s2,003,000 -OR- $.P PROECTAPPUCAHE Pinckard Solar LLC EAOEESSOFHPICNT 701 Brazos Street, Suite 1400 TIIO-CANRETFES Eric Clifft 8 CATEC COMFAIN ORGANEC: 4/28/2016 PHYSCALL LOCATOUCF PROLECT. Intersection of County Road 47 and Hawkins Hilll Rd. CTYA AFC CUTSIDE CVUNTS PLEASER RIDCATEL 55%1 inf Pinckard city limits; 45% in Pinckard PJ 13 BREFDESCRFICNIOF FRCJECT ATTACHACO VEAIPAECASRCTAN ILE PEGIE 5/1/2018 14H HAVEE 3ODSE BENESUEDERPIDECT XNo JYes 5 CF ESTWLATEJNINEER HEWEMPLOVEES 17.5 ESTHATEDA AMEUAL y 2 VEAT 2 VEAR: 2 TEARI 2  an abalement & OMortgage Recording Taxes IPEOFFRET property originai costs_ DSA: CTY Austin  struction related transaclion (sales and use) taxes, except those focal construction grenling related transaclion ot alls state and local noneducational property laxes, all con-  provisions ofs Section 40-93-16 et seq., Code ofA Aiabana 1975. NewF Projcct Major Addition To An Existing Facility  2FJETIESCE  XXXXXIX  MEPREHFSAEgOLGSSN THAUIDYEARS? Daukdoighicisto  ofe existing  STATE: ZPGCDE TX 78701 TELEPHONEMSER 512 )483-1759  ELADDESS eric.clft@eon.com  couY. Dale  ZPCODE:  OFA PRCJECTF FROPERTY COSIST DEMABLEACOSTE BENEFIT AMALYSISE BYGRANTHGA AUTHCAITY 36371 12ESTEITEDDATE COG RETSIYLBECONPEED generating facility  Acquire, develop, equip, andi install an up to 100. MWac solar photovoltaic  12/31/2018  3E ESTHATEDDATEP PRCPERTY HLLEER PLACEDI ESERVICa  1/1/2019 12COSTORVALER PROPERTY TAX FOF 18: 165 18c te: 13a teg  1VALS SIEESEDFOAPOEET No Dyes lfyes. projected data ofissuer  lfyes, dateb bonds issued: PVAIGHIEMERORES ALY $ 100,000 VEnI $1 102,500 SARS $105,063 MsA3 $107,689  Estimated! Investmentf for Project  IP.CASISUPECTTS SALESTAZ $o XXXXXXXXXX $o XXXXXXXXXX sol XXXXXXXXXX 191 $0l 1e ier $89,000,000 $59,500,000 19: $1,000,000 193 $500,000 $90,000,000 $60,000,000  Landilo donated, showr markety veiue). b. Exisling Buldingsfilany. Existing Personal Property fa any). a. New Bulcingia)e and'or) New Adcltionst tob Existing! Buidingls; (19d-building matgrials cnly)  $0  This farm may be useda ast the application to the granting authority required by e. Now Menufacturing! Machinery. Section 40-9B-6(a), Code ol Alabama  Other! New Personal Property 1975. The information requested here is (non-migs machinery, cficee required by Section 40-9B-5 and Section 40-2-11(7), Code ofAlabama 1975. g. TOTALS (PROPERTY TAX7 TOTAL MUST EQUALT TOTAL The: abatamento ofnonaducational, properyt taxesi isbasedo ont then marke! values ais spacifica assets: therelore, andv valued. Ana abatemento alr noneducetional: sales andt uset taxess shala apply cnly! lot  equipmont. computers, etc.).  PROJECTI INVESTMENT. SALEST TAX1 TOTAL WILLE BEL LESS.)  thaa asluala amounto cft taxes abatedis delermined eachy years ast thep CfA Alabama 1975, asa amendad.  wrich may bea addedt to capitala acccurts withr respectt to thep property. delermined withoul tangiblep perscralp prepery andt taxables servicesi incorparatedi intop private usei industriaip propertyis isassesssd curente expenses. No: abatement ofs sales and use taxas shall extend beyondi Ihed datep regardto usei to any nley which perrits expenditures properly chargeable to capial account property, tob bet thec cost of conductadbyt theA Alabana Departmanto ofl Revenuet tolr Insure compianca with Section 40-9B-1 prisate elssq. industrial Code propertyi isp placedi ins service. Av verificationi inspectiono oto qualiyirgp property voated willba as  lharebya afimnt that, lotnet best clmyk knsviedga and! belief. their iniormationi int this applicabcna anda anya accompanying: satement,  schedules, ando other In'ormationi ist true. correcta ando complets.  John MI Kemp  HHE  Director Of Solar Development  11-06-2017 GATE  TLE  2  0D Bentysbu  +o-9B-36a)l22)  cnery mmcliny mdr Ala Col 5    EXHIBITC TOWN RESOLUTION (See Attached)  1/4356765,6    EXHIBIT 2  RESOLUTION NO. a08-05-08-2  BE IT RESOLVED by the County Commission of DALE COUNTY,  ALABAMA (the "Commission'"). as follows:  Section 1. The Commission does hereby find, declare and ascertain as follows:  that CAMELLIA SOLAR LLC, a Delaware limited liability company (herein called the "Company"), is considering the acquisition, development, equipping, and installation of an up to 100 MWac new solar photovoltaic generating facility located wholly within Dale County, Alabama (the County"), and located partially within the police jurisdiction of the Town of Pinckard, Alabama (the "Town"), the corporate limits of! Midland City, Alabama (the "City"), and the policej jurisdiction ofthe City, on that certain parcel ofapproximately 700 acres (the "Project"); that the Project would promote trade and commerce in the State of Alabama (the "State"), and in the County; that in order toi induce the Company to acquire, develop, equip, and install the Project, iti is desirable and appropriate for the Commission to offer to abate certain sales, use, and ad valorem taxes imposed by the State and the County with respect to the Project, pursuant to the provisions of Act No. 92-599 enacted during the 1992 Regular Session of the Legislature of Alabama and now codified as Chapter 9B ofTitle 40 of the Code of Alabama (1975), as amended (the "Tax Abatement Act"), as provided in the "Application to Local Granting Authority for Abatement ofTaxes" presented to the meeting at which this resolution is adopted (such application is attached hereto as Exhibit "A"a and made a part oft this resolution as if fully and completely set forth herein); that the Town has granted certain tax abatements imposed by the Town with respect to the Project by a resolution passed on November 7, 2017, a copy of which is attached hereto as Exhibit "B" and made aj part oft this resolution as iffully and completely set forth herein; that the City has granted certain tax abatements imposed by the City with respect to the Project by a resolution passed on November 21, 2017, a copy of which is attached hereto as Exhibit "C" and made aj part ofthist resolution as iffully and completely set forth herein; and that in order toi induce the Company to move forward with the Project, iti is desirable and appropriate for the Commission  to grant said tax abatements.  Section 2. Pursuant to the provisions of the Tax Abatement Act, the Commission  hereby grants to the Company abatements of all Construction Related Transaction Taxes imposed    by the State and. to the extent the County's Construction Related Transaction Taxes become abatable, 25% ofsuch Construction Related Transaction Taxes imposed by the County associated with the Project to the fullest extent allowed under the Tax Abatement Act and abatements of all Noneducational Ad Valorem Taxes imposed by the State and 50PéofNoneducational Ad Valorem Taxes imposed by the County for a period often (10): years for each piece of property obtained by the Company for the Project, said abatements to start on a property-by-property basis on the October Ist following the date on which such property is or becomes owned, for federal income tax purposes, by the Company. The terms "Construction Related Transaction Taxes" and "Noneducational Ad Valorem Taxes" shall have the same meaning herein as in the Tax Abatement  Act.  Section 3. In order to induce the Company to acquire, develop, equip, and  install the Project in the County, the Chairman of the Commission is hereby authorized to execute and deliver, for and in the name and behalf of the Commission, a so-called "Tax Abatement Agreement," to provide for the abatements granted in Section 2 above between the County and the Company in substantially the form presented to the meeting at which this resolution is adopted (which form is attached hereto as Exhibit "D" and made a part of this resolution as iff fully and completely set forth herein) with such changes, not inconsistent with the provisions hereof, as the Chairman oft the Commission shall determine to be necessary or desirable in order to consummate the transactions authorized by this resolution and the County Administrator is hereby authorized toa affix the seal of the Commission to said Tax Abatement Agreement and to attest the same.  Section 4. General Authorization. The Chairman of the Commission and the  County Administrator are hereby further authorized and directed to execute, deliver, seal, and attest such otherancillary documents and certificates as may be necessary to effect the transaction authorized by this resolution, and their signatures thereon shall be conclusive evidence oft the due  exercise ofthis authority.  Section 5. Severability Provisions. The various provisions of this resolution are  hereby declared to be severable. Int the event any provision hereof shall be held invalid by a court ofcompetent jurisdiction, such invalidity shall not affect any other portion of this resolution.  2    Section6. Contract. The terms ofthis resolution shall be deemed a contract with  the Company. and may not be rescinded or amended by the Commission without the express.  written consent oft the Company.  DONE on the Bayo of MA/,2018.  ph  1  Chairman oft the County Commission  ATTEST:  County Administrator AhGf  3    TAXABATEMENT AGREEMENT  THIS TAX ABATEMENT AGREEMENT (this "Agreement") is made and  entered into effective this 6f day of MALK 2018, between DALE COUNTY, ALABAMA, a political subdivision of the State of Alabama (the "County"), and CAMELLIA  SOLAR LLC, a Delaware limited liability company (the "Company").  RECITALS:  WHEREAS, in order to promote local industrial and commercial development,  the Company proposes to acquire, develop, equip, and install an up to 100 MWac new solar photovoltaic generating facility (the "Project") located wholly within Dale County, Alabama, and located partially within the police jurisdiction of the Town of Pinckard, Alabama (the "Town"), the corporate limits of Midland City, Alabama (the "City"), and the police jurisdiction of the City, on that certain parcel of approximately 700 acres as more particularly described in  Exhibit "A" attached hereto (the Project Site"); and  WHEREAS, the Company has requested that the County grant certain tax  abatements with respect to the Project pursuant to the provisions of Act No. 92-599 enacted during the 1992 Regular Session of the Legislature of Alabama and now codified as Chapter 9B ofTitle 40 ofthe Code of Alabama (1975), as amended (the "Tax Abatement Act"), and filed the related Application to Local Granting Authority for Abatement of Taxes (the "Application"), a  copy ofv which is attached hereto as Exhibit "B"; and  WHEREAS, the Project is located within the jurisdiction of the County, and the  County has determined that the Company should be granted certain tax abatements provided under the Tax Abatement Act in order to encourage, and as additional incentive to, the Company  tou undertake the Project in the County'sjurisaiction; and  WHEREAS, the Town has granted certain tax abatements imposed by the Town  with respect to the Project by a resolution passed on November 7, 2017, a copy of which is  attached hereto as Exhibit "C"; and  WHEREAS, the City has granted certain tax abatements imposed by the City with  respect to the Project by a resolution passed on November 21, 2017, a copy of which is attached  hereto as Exhibit' "D"; and  WHEREAS, the County has performed a cost/benefit analysis and concluded that  it 1 is to the advantage of the public that tax abatements be granted in accordance with this  Agreement.  NOW, THEREFORE, in consideration of the respective agreements on the part of  the County and the Company herein contained, the County and the Company do hereby agree as  follows:  Section 1 The Company hereby makes the following representations and  warranties with respect to the Project:  1/4356930.5    a)  The amount to be invested by the Company in the acquisition,  development, equipping. and installation of the Project is projected to be $90,000,000 within the County'sjurisdiction. The County acknowledges that this is only a good faith estimate and shall  not be binding on the Company.  b)  The Company expects that it will initially employ two individuals with  respect to the Project, with a total annual payroll of approximately $100,000. In Year 1, the Company expects the annual payroll ofthe two individuals initially employed with respect to the Project to increase to approximately $102,500 and does not expect to employ any additional individuals with respect to the Project; in Year 2, the Company expects the annual payroll of the two individuals initially employed with respect to the Project to increase to approximately $105,063 and does not expect to employ any additional individuals with respect to the Project; and in Year 3, the Company expects the annual payroll of the two individuals initially employed with respect to the Project to increase to approximately $107,689 and does not expect to employ any additional individuals with respect to the Project. The County acknowledges that these are  only good faith estimates and shall not be binding on the Company.  c)  No part of the Project consists of repairs, maintenance, renovations,  remodeling or rebuilding with respect to existing property of the Company or replacement of  existing equipment owned by the Company.  d)  No part of the Project has been placed in service in Alabama by the  Company or by a person who is a related party, as defined in 26 U.S.C. $ 267, with respect to the  Company prior to the execution and delivery ofthis Agreement.  e) f)  The acquisition, development, equipping, and installation of the Project The Project conducts trade or business as described under the definition  will constitute "private use industrial property" within the meaning oft the Tax Abatement Act. of"Renewable Energy Facility" in Section 40-9B-3(a)(22) oft the Tax Abatement Act.  Section2  Abatements. The County hereby grants the Company abatements  of all Construction Related Transaction Taxes imposed by the State of Alabama (the "State") and, to the extent the County's Construction Related' Transaction Taxes become abatable, 25% of such Construction Related Transaction Taxes imposed by the County associated with the Project to the fullest extent allowed under the Tax Abatement Act and abatements of all Noneducational Ad Valorem Taxes imposed by the State and 50% of Noneducational Ad Valorem Taxes imposed by the County for a period of ten (10) years for each piece of property obtained by the Company for the Project, said abatements to start on a property-by-property basis on the October Ist following the date on which such property is or becomes owned, for federal income tax purposes, by the Company. The terms "Construction Related Transaction Taxes" and Noneducational Ad Valorem Taxes" shall have the same meaning herein as in the Tax Abatement Act. As a basis for the abatements granted by the County. the County hereby finds and declares (ini reliance, inj part, upon certain information supplied by the Company) as follows:  2  1/43569305    a) The estimated amount of the abatement applicable to the Company's  investment in the Project is as follows:  i) ii)  Construction Related Transaction Taxes: $900,000. Noneducational. Ad Valorem Taxes: $1,668,870.  b)  The estimates of tax abatements contained in this Section 2 are estimates  and not restrictions or limitations. It is the intent of this Agreement, and the County, that the abatements be granted to the Company in accordance with the opening paragraph of Section 2 whether or not such abatements exceed the estimated amounts above and whether or not ownership of the Project is vested in the Company for common law purposes, for federal income  tax purposes, or for any other tax purposes.  c) The parties hereto hereby acknowledge that the Project may include  manufacturing equipment not currently accounted for in this Agreement and whose ownership has not yet been determined and that, in order to account for such investment, the parties hereto may seek an amendment to this Agreement and the related abatement documents at a future date. the County in this Agreement extend to any future noneducational ad valorem taxes. Thus, if any additional noneducational ad valorem taxes are levied by any municipality, county, state, or other governmental entity to which the Company would otherwise be subject, then as provided in this Agreement, the Company shall receive an abatement from such taxes. The abatements granted by the County shall continue in effect notwithstanding any annexation, any de- annexation, or any re-annexation by any municipality and any inclusion, any exclusion, or any re-inclusion in the police jurisdiction of any municipality. Moreover, upon any annexation by any municipality or inclusion within the police jurisdiction of any municipality, the Project will be abated from any taxes of such municipality to the maximum extent permitted by the Tax Abatement Act. The Company will remain liable for any ad valorem taxes that are imposed or levied for educational purposes or for capital improvements for education to the extent such  Section3 Future Tax Changes: The abatements granted to the Company by  taxes are not abatable under applicable law.  Section 4 a)  The Company represents and warrants to the County as follows: that the granting of the tax abatements herein granted by the County will  assist the Company in establishing the Project;  b) that it is being induced, in part, to arrange for and proceed with the  acquisition, development, equipping, and installation of the Project in reliance on the  undertakings oft the County herein contained;  c)  that the Company is organized and formed under the laws of the State of  Delaware, is in good standing under its certificate of formation and the laws of said state and has power to enter into, and to perform and observe the agreements and covenants on its part  contained in this Agreement;  3  1/4356930.5    d) the execution and delivery of this Agreement on its part has been duly  authorized by all necessary action; and  e) Section 5 a)  that it is qualified to do business in Alabama.  The County represents and warrants to the Company as follows: that it has corporate power under the Constitution and laws of the State of  Alabama (including particularly the provisions of the Tax Abatement Act) to carry out the  provisions of this Agreement;  b) that the execution of this Agreement on its behalfhas been duly authorized c) the Project is located within the County'sjurisditction for granting the tax  by resolution adopted by the County; and abatements provided in Section 2.  Section 6  Successors and Assigns.  a) To the extent permitted by the Tax Abatement Act: (i) this Agreement  shall bind and inure to the benefit of the parties and their respective successors and assigns; (ii) the Company may, at any time while this Agreement is in effect, assign (outright, in fee, in part, collaterally, conditionally, in trust, or otherwise) any ofits respective rights, privileges, interests, and obligations hereunder to another person or legal entity or entities, provided further that no assignment of any such rights, privileges, interests, and obligations under this Agreement shall discharge the Company from primary liability for all obligations assumed by the Company under this Agreement; and (iri) the tax abatements herein granted shall be available to any successor owner ofthe Project or any portion thereofthat operates the Project or such portion as part oft the Project and as an "industrial or research enterprise," as such term is defined in the Tax Abatement Act, including, without limitation, any developer/lessor, any leasing company, and any affiliate of the Company (e.g. a landlord), to the same extent that such abatements would have been realized by the Company had it continued to own the Project or such portion thereof. hereunder, the County hereby consents to such assignment in advance and agrees that the assignee(s) shall be fully entitled to such abatements as if the same had been granted to such assignee(s) directly by the County. Further, the County agrees to cooperate with the Company and any assignee(s) in order to facilitate such assignment and the County will execute such documents as may be necessary or requested by the Company and/or any assignee(s) including, without limitation, any necessary amendments hereto, sO that the tax abatements granted herein to the Company may be transferred and or allocated, in whole or in part, in order and to the extent necessary to allow the Company and any assignee(s) the full benefit of such tax  b) In the event the Company desires to assign all or any of its rights  abatements.  Section 7  Title to Property. To the extent permitted by the Tax Abatement  Act, the abatements provided for in this Agreement shall be effective for, and apply to, the Project and the Company regardless of whether ownership of the real and personal property  4  1/43569305    constituting the Project is deemed to be (for common law purposes, for federal income tax purposes, or for any other tax purposes) in the Company; a parent or subsidiary corporation of the Company or any other entity affiliated with the Company; the County; the State Industrial Development Authority; a lender of funds to the Company or any lessor holding title to any portion of the Project; any receiver, trustee, or other fiduciary on behalf of the Company and/or any affiliate of the Company ori its creditors; any trustee in bankruptcy or debtor-in-possession of the Company and/or its affiliates; a Project contractor or subcontractor; or a Project vendor. all notifications required under the Tax Abatement Act as a result of the abatements granted in Section 2, including notification of the Alabama Department of Revenue, as required pursuant to  Section 8  Notifications of Abatement. The Company shall cause to be filed  Sections 40-9B-5(d) oft the Tax Abatement Act.  Section 9  Further Assurances and Cooperation. Each party shall execute  such additional documents and instruments as may reasonably be required by counsel for the other party to carry out the purpose and intent of this Agreement. Also, the County agrees to take necessary steps and actions to insure that the Company receives the abatement of taxes set forth in this Agreement. Further, neither the County nor the Company will take any actions  which would undermine or circumvent the intent ofthis Agreement.  Section 10 Amendment in Writing. This Agreement may not be amended,  modified, altered, changed, terminated, or waived in any respect whatsoever, except by a further  agreement in writing, properly executed by all the parties.  Section 11 Severability. All of the terms, provisions, and conditions of this  Agreement shall be deemed to be severable in nature. Iffor any reason the provisions hereofare held to be invalid or unenforceable to any extent, to the extent that such provisions are valid and enforceable, a court of competent jurisdiction shall construe and interpret this Agreement to  provide for maximum validity and enforceability oft this Agreement.  Section 12 Construction. This Agreement shall be liberally construed to Section 13 Counterparts. This Agreement may be executed in any number of  effectuate the granting of the abatements intended to be provided by this Agreement.  counterparts, each of which shall be deemed an original and all of which, taken together, shall  constitute a single document.  Section 14 Effective Date. This Agreement shall become effective  immediately upon its execution in full by the County and the Company.  5  14356930.5    IN WITNESS WHEREOF, the County and the Company have caused this  Agreement to be executed in their respective names effective as oft the date first set above.  DALE COUNTY,A ALABAMA  , w  By: Name:  Title: PALAEIP  ATTEST: By: Name:  4B  TNKAL-Mk  CAMELLIA SOLAR LLC, a Delaware limited  liability company By: Name: Title:  6  1/43569305    EXHIBITA PROJECT SITE  1/4356862.1    :. dnoss SNOWWIL  -    :.... dnoas SNOWWIL  iil    :. dnous SNOWWIL    EXHIBITB  APPLICATIONTO LOCAL GRANTING AUTHORITY  FOR ABATEMENT OF TAXES  (Sec Attached)  1/4356862.1    ALABAMA DEPARTMENT OF REVENUE Application to Granting Authority for Abatement of Taxes Under Chapter 9B, Title 40, Code ofA Alabama 1975  Farm cO: CAA 615  Noneducational Sales and UseTaxes, Nonaducational Property" Taxes, andlor Mortgage and Recording"  This lomm is to bes submitted to the granting authority for consideration In granting an abatement ofa alls stale Sales & Use Taxes Property Taxes Mortgage & Recording Taxes $2.03,000 C OR- 30ag oforiginal cost ofexistingg proparty, originalg cos!S  Taxes  struction related transaction (sales and use) taxas, except those local construction related transaction taxos and iccalr noreducational property taxes, all con. improvements for education, andor morgage and recording fges, ins accordance with the provisions ofs Section levied for educational purposes orf for capital  1a7 MPECFA ABATEVENTA APFLYGFOR 15 ISAPFICANTR RENESNSPRSFEATT TAXA JYes No 4. DOESK MAORA ADOITIGNECUAL THEL LESSERCF: CEEKAPICAELEEOR SPOECFAPRLGAF Camellia Solar, LLC 6.A AEHESSO-APPUCANTE 701 Brazos Street, Suite 1400 TILED FCOVTIASTPERSON Eric Clifft E. DAEC COMPAMYO ORSATZED: 7/12/2017 9 FISCALIOCATANIGF: PROJECE CrY3 FOUISDECIY.PATS PLEASERCCATEE VIEISMIESINASIRLEN 5/1/2018 : HVED 9APSENSASPFGRF PADIECT, ENo Dyes lfyes. date bonds issued: ESTHATEDMEMEEA HESEDANIRE OFNE'ELPLOYEES PARCLOFMEYEMADYES PTALY TTKU 2 $1 100,000 VEART YSARI 2 $1 102,500 VEAR: VEAR? 2 $1 105,063 VoRs TEWAI 2 $107,689  40-93-1elsed.. Code ofAlabaria 1975. XXXXXX  2PFDESTIESCOEE  BHTEVEITFORAPEOOL LONGERT THANS IOYEARS7  TVEDFPRCEC New CER CY: Austin  Project JMajor Addition To An Existing Facilily  STATE ZPCODE: TX 78701 TRLEPHOMEMLER: 512 )483-1759  EAZA ADDRESS erc.clft@eon.com  Intersection of County Road 47: and Hawkins Hill Road 60% Pinckard PJ; 35%1 Midland City PJ; 5% Midland City Dale Acquire, develop, equip, and install an up to. 100 MWac solar photovoltaic  COURITE:  ZPCODE.  12 BRIEF DES RPTOHOF PRCECT TACHACGUPLETEAND: CETALEDUSTNGO OF PROJECT PROPERTYO COST5 TOE EMABLEACOSTBEMEFF AVALYSISE Erc GRAITAG AUTHORITY 36350  facility 1/1/2019 COSTORV VELEFGR 19COSSUBMECTTO PROPERTYTAX SALESTAT 123 so XXXXXXXXXX 180 $0 XXXXXXXXXX 18: sol XXXXXXXXXX 1B4 19d $0 so lae 15e $89,000,000 $59,500,000 18: 191 $1,000,000 $500,000 189  $90,000,000 $60,000,000  126 ETEANOLAICASRERGIEIR BECOMPLETED: generating  HSEREWERSATHIE BEPATEEHSERVCE  12/31/2018  15.WELB BENDS BES SSUEDFORPRAET No Oves Ifyes. projected dated ofissue: Project  Estimated) Investment for Land (fdonated. shovn markety value).. b. Existing Buluingls) (a any). C. Existing! Personal Progety(fany). d. New Buildingls)a andior Nem Adilionsi loEvisting! Builfingls) (19d- buldingn materials onlys  This form may be used as the application to tha granting authority required by e. New Manufacturing Machinery. Section 43-9B-61a), Code of Alabama : Omer Nev Parsonal Property 1975. The information requested here is (non-migr machinery. oflice equipmant. computers, et.). required by Section 40-93-6 and Section 40-2-11(7). Codo ofA Alabama 1975. g. TOTALS (PROPERTY TAXI TOTALI MUST EQUAL TOTAL Thea abatemento olnoneducational, property taxesi isbased onther market valiao ofspecifica assets; therefore,t thea actual amount andv valued. Ane ebatement ofr noneducational saies andu uset taxess shalla applyo onlyt tol  PROJECTI INVESTMENT. SALEST TAXT TOTALV WILLE BELESS)  praçerty andt ofta taxas: abatedisd datemined gachy yeara ast thep propertyi isassessad  whichr may bea adcedt to capitala accounty witht respactt to thep proparty, determined withoutr langiblep personal to any nar uhich taxab'e servicesi incorporatedi into; ptrate usei industrialp praperty. thec costof curente erpenses. Noa abatemento o's sales and uset taxes shaile extend beycnd! thec date privats rgardt usei industal progerty' permits isp placedins erpendtures properly Av chargeanle to capitaia account tob bet treateda as consuctedby! theAabama Departmerto of Ravenuet toi insure complicnsay wilhs Section4 4C-9B-16 etseq. CotectAiatama 1975, asa anendad. service. verificationi aspecticn ota quallyingp property wilbe Inerebys Efim that, lc! theb best amyk knouledgas andbeliel, their informationint this appfication and: any: accampanying: slatemert, schedules, ando otheri inormaticnis!  trus, corecta ando complate.  John MH Kemp  KAVEPRNT)   Director of Solar Development  11-06-2017 Dits  TE  *htycvcbu  entroy sliny unbr Ala. Cob 5 40-46-36)62)    EXHIBIT C TOWN RESOLUTION (See Attached)  1/43569305