1. Delphi Automotive Systems, LLC - Board Packet...Delphi Automotive Systems, LLC Delphi Automotive...

Board Summary Date: March 15, 2018Main Location: Carson City

Business Type: New County: Clark County Development Authority Representative: Perry Ursem - LVGEA

APPLICATION HIGHLIGHTS

PROFILE

SIGNIFICANCE OF ABATEMENTS IN THE COMPANY'S DECISION TO RELOCATE/EXPAND

REQUIREMENTS Statutory Application Sufficient % Over / Under Job Creation 50 50 0% Average Wage $21.95 $32.31 47% Equipment Capex (SU & MBT) $1,000,000 $1,000,000 0% Equipment Capex (PP) $1,000,000 $1,000,000 0%

INCENTIVES Requested Terms Estimated $ Amount Sales Tax Abet. 2% for 2 years $62,500 Modified Business Tax Abmt. 50% for 4 years $121,879 Personal Property Tax Abmt. 50% for 10 years $19,111 Total $203,490

JOB CREATION Contracted 24-Month Projection 5-Year Projection50 50 150

OTHER CAPITAL INVESTMENT Land Building Purchase BTS / Building Improvements$0 $0 $0

ECONOMIC IMPACT ESTIMATES (10-Year Cumulative) Total Construction Total Jobs Supported 352 0 Total Payroll Supported $162,137,675 $0 Total Output Estimate $543,731,832 $0 Estimate includes jobs, payroll & output by the company assisted as well as the secondary impacts to other local businesses.

NEW TAX REVENUE ESTIMATES (10-Year Cumulative) Direct Indirect Total Local Taxes Property $931,931 $4,449,781 $5,381,712 Sales $0 $2,950,843 $2,950,843 Lodging $0 $153,428 $153,428 State Taxes Property $50,971 $259,095 $310,066 Sales $20,000 $1,005,254 $1,025,254 Modified Business $1,201,505 $830,583 $2,032,088 Lodging $0 $51,782 $51,782 Total $2,204,407 $9,700,766 $11,905,173

EMPLOYEE BENEFITS - Percentage of health insurance covered by company: 65%. - Health care package cost per employee - $5,000 annually with options for dependents. - Overtime, PTO/Sick/Vacation, Merit Increases, Tuition assistance, Retirement Plan/ Profit Sharing 401(k), Bonus.

NOTES - Percentage of revenue generated by the new jobs contained in this application from outside Nevada: 90%. - Several cities, both in the domestic United States as well as international, are under consideration for this project.

Delphi Automotive Systems, LLC

Delphi Automotive Systems, LLC is an Aptiv PLC company. Aptiv PLC is a global technology company that develops safer, greener and more connected solutions, which enable the future of mobility and provides leading automated driving solutions. The company designs, engineers and manufactures a comprehensive line of high-quality and innovative connectors and connection systems for various industries and product segments.The company is headquartered in Gillingham, Kent, UK. With offices worldwide, Aptiv PLC operates manufacturing sites,14 technical centers, and customer centers across 45 countries. Delphi Automotive Systems, LLC provides products and services worldwide. The company designs and engineers a variety of automotive systems and components including fuel cells, entertainment systems, sensors, powertrain systems, driver interfaces, and security devices. Source: Delphi Automotive Systems, LLC

- Such a centralized Command Center would deploy, manage, and control automated vehicles in cities across the globe and would put Nevada at the Global Center of one of the fastest growing and most critical technologies. The project has potential to transform the world economy and bring significant external revenue streams to the state.

- Delphi Automotive Systems, LLC is considering Nevada as a location for a multi-phased project which could lead to the establishment of a Global Mobility Command Center.

Company meets abatement eligibility

requirements

Delphi Automotive Systems, LLC is currently evaluating several cities in a search to identify the optimal community in which to accommodate its rapidly growing Research and Development and Operations teams. The abatement programs will play a critical role as the company evaluates the optimal community in which to locate and establish its Global Center of Excellence. Such incentives will provide much-needed cost off-sets for the project and will be an important sign of commitment from state, local leaders, and stakeholders. Clark County, Nevada is amongst the finalist geographies under consideration. Source: Delphi Automotive Systems, LLC

Automated Vehicle deployment and Operations Center Manu Namboodiri, Senior Director, Smart Cities

5820 Innovation Drive, Troy, MI 48098

February 6, 2018 Mr. Paul Anderson Executive Director Nevada Governor's Office of Economic Development 555 E. Washington Avenue, Suite 5400 Las Vegas, Nevada 89101 Dear Mr. Anderson, Delphi Automotive Systems, LLC, a wholly-owned subsidiary of Aptiv PLC (herein "Aptiv") is applying to the State of Nevada for the Sales and Use Tax Abatement, Modified Business Tax Abatement, and Personal Property Tax Abatement. We request their application be placed on the agenda for the March 2018 GOED Board Meeting. Aptiv is exploring their options to locate and develop a Global Mobility Command and Operations Center in Southern Nevada. In January, Southern Nevada's Regional Transportation Commission approved a memorandum of understanding with Aptiv, positioning Nevada with a unique opportunity to lead autonomous command and control systems on a global scale. Aptiv's initial investment would include SO new jobs with wages exceeding $32 an hour and initial capital investment of$1.6 Million. Depending on the outcome of their application, corporate will determine on how future expansion efforts will take place in Southern Nevada to achieve their global strategic vision. Our team has reviewed Aptiv's application and found it to comply with Nevada's statutory requirements for tax abatements. This application has the support and endorsement of the Las Vegas Global Economic Alliance. We appreciate your consideration in this matter. Sincerely, Perry Ursem Vice President

5725 Innovation Drive Troy, Michigan USA 48098

December 15, 2017 Steven D. Hill Paul Anderson Executive Director Executive Director 555 E. Washington Avenue 555 E. Washington Avenue Suite 5400 Suite 5400 Las Vegas, Nevada 89101 Las Vegas, Nevada 89101

RE: Aptiv’s application for Tax Abatements for Automated Vehicle deployment and Operations Center in Las Vegas

Dear Steven and Paul:

Thank you for meeting with the Aptiv team last week on December 7th to discuss the future vision for Aptiv’s Mobility Division. Being a leader who is at the forefront of an industry slated to drive more than $7 trillion in annual economic value, Aptiv is currently evaluating several cities in a search to identify the optimal community in which to accommodate our rapidly growing Research and Development and Operations teams.

Clark County, Nevada is amongst the finalist geographies under consideration. In fact, given the potential opportunity to partner with the Regional Transportation Commission of Southern Nevada, Aptiv is considering making an initial investment in the first phase of a multi-phased project that could lead to more than 1,000+ jobs and potentially several hundred millions of dollars in capital investment.

Combining our deep automotive roots that extend more than 100 years in the industry with our renewed commitment to cutting edge innovations and technology, Aptiv will shape the future of mobility by ushering in the next generation of active safety, autonomous vehicles, smart cities and connectivity.

In fact, should Aptiv find the right combination of financial support, talent base, and visionary community partnership that the company is seeking, future phases would likely include the establishment of a “Global Mobility Command and Operations Center.” Such a centralized Command Center would deploy, manage, and control automated vehicles in cities across the globe and would literally put Nevada at the Global Center of one of fastest growing and most critical technologies that will transform the world economy and could bring significant external revenue streams to the State of Nevada.

However, as part of the longer-term evaluation and decision-making process for future phases, Aptiv desires to more fully understand all of the ways that the State and Regional Economic Development partners could potentially support this critical initiative.

5725 Innovation Drive Troy, Michigan USA 48098

As such, please accept this letter as a formal notification of our intention to seek approval for tax abatements (e.g. Sales and Use Tax, Modified Business Tax, Personal Property, etc.) and other potentially applicable programs (e.g. Catalyst, WINN, etc.) at the GOED meeting scheduled for January 18, 2018.

We look forward to partnering with the GOED team and, as previously discussed, will continue working towards completion of our incentive application in the coming weeks to ensure that we are fully compliant with all requisite deadlines ahead of the January Board meeting.

Please contact me if you have any questions or clarifications.

Sincerely,

Manu Namboodiri

Manu Namboodiri Senior Director, Smart Cities Aptiv

cc: D Langford, R Smith (GOED), K Acton, B Eldredge, B McNeill, T Seitz (Aptiv), M Boushka, D Federico, S Preston (Liberty Advisor Group), T Ohlandt (Cresa Consulting)

5725 Innovation Drive, Troy, Michigan USA 48098

January 12, 2018

Mr. Paul AndersonExecutive DirectorNevada Governor’s Office of Economic Development555 E. Washington AvenueSuite 5400Las Vegas, Nevada 89101

Re: Request for Confidentiality of Records and Documents

Dear Mr. Anderson:

On January 12, 2018, Delphi Automotive Systems, LLC, a wholly-owned subsidiary of Aptiv PLC (herein “Aptiv”) submitted an application to you as the Executive Director of the State of Nevada Governor's Office of Economic Development ("GOED") requesting consideration for various economic incentives in the State of Nevada. The purpose of this letter is to request confidentiality in relation to such request and pursuant to Section 4 of Assembly Bill No. 17 (2015 Regular Session) as codified in NRS 231.069.

Please be advised that Aptiv considers the following information proprietary and confidential:

1) The detailed schedule of Employment List; and 2) The detailed schedule of Capital Equipment List.

If, for any reason, GOED is either unable to maintain such documents as confidential or is required to make them public, Aptiv would appreciate being given advance notice. If you have any questions or require any further information, please contact me. I can be reached at 650-390-4325 or [email protected].

Sincerely,

Manu NamboodiriSenior Director, Smart Cities

y,

amboodii t

Company is an / a: (check one)Incentive Application New location in Nevada

Expansion of a Nevada company

Other:

Yes No

Headquarters Service ProviderTechnology Distribution / FulfillmentBack Office Operations ManufacturingResearch & Development / Intellectual Property Other:

AptivMarch 15, 2018

Section 2 - Corporate Information

PROPOSED / ACTUAL NEVADA FACILITY ADDRESS

730 East Pilot Road

PERCENTAGE OF REVENUE GENERATED BY THE NEW JOBS CONTAINED IN THIS APPLICATION FROM OUTSIDE NEVADA EXPECTED DATE OF NEW / EXPANDED OPERATIONS (MONTH / YEAR)

Type of Facility:

A capital investment of $1,000,000 in eligible equipment in urban areas or $250,000 in eligible equipment in rural areas are required. This criteria is

quarter in which the abatement becomes effective. In rural areas, the requirement is ten (10) or more. For an expansion, the business must employees on its payroll by 10% more than its existing employees prior to expansion, or by 25 (urban) or 6 (rural) employees, whichever is

TELEPHONE NUMBER

Section 4 - Nevada Facility

(650) 390-4325

Manu Namboodiri

[email protected]

Senior Director, Smart Cities

Sep-201890% (by 2025)NAICS CODE / SIC

Has your company ever applied and been approved for incentives available by the Governor's Office of Economic Development?

in rural areas, the average hourly wage will equal or exceed the lesser of the county-wide average hourly wage or statewide average hourly

Note: Criteria is different depending on whether the business is in a county whose population is 100,000 or more or a city whose population is 60,000 or more “urban” area), or if the business is in a county whose population is less than 100,000 or a city whose population is less than 60,000 (i.e., “rural” area).

COMPANY NAME (Legal name under which business will be transacted in Nevada)

CORPORATE ADDRESS

MAILING ADDRESS TO RECEIVE DOCUMENTS (If different from above)

WEBSITE

COMPANY CONTACT TITLEwww.aptiv.com

COMPANY CONTACT NAME

WHAT OTHER STATES / REGIONS / CITIES ARE BEING CONSIDERED FOR YOUR COMPANY'S RELOCATION / EXPANSION / STARTUP?Several cities, both in the domestic United States as well as international, are under consideration for this project

CITY / TOWN

Las Vegas Clark County 89119

Global Mobility Command and Operations Center

336320INDUSTRY TYPE

COUNTY ZIP

business.

greater.

wage.

E-MAIL ADDRESS PREFERRED PHONE NUMBER

Section 3 - Program Requirements

(650) 390-4325

If Yes, list the program awarded, date of approval, and status of the accounts (attach separate sheet if necessary):

Please check two of the boxes below; the company must meet at least two of the three program requirements:

businesses. In cases of expanding businesses, the capital investment must equal at least 20% of the value of the tangible property owned by the

New businesses locating in urban areas require fifty (50) or more permanent, full-time employees on its payroll by the eighth calendar quarter

In urban areas, the average hourly wage that will be paid by the business to its new employees is at least 100% of the average statewide hourly

CITY / TOWN

TroySTATE / PROVINCE

Michigan 48098

FEDERAL TAX ID #

27-0791454Delphi Automotive Systems, LLC

5820 Innovation DriveZIP

CITY / TOWN STATE / PROVINCE ZIP

Sales & Use Tax Deferral

Please check all that the company is applying for on this application:

Recycling Real Property Tax AbatementModified Business Tax AbatementPersonal Property Tax Abatement

Section 1 - Type of Incentives

Company Name: Date of Application:

Sales & Use Tax Abatement

MOTOR VEHICLE ELECTRICAL & ELECTRONIC EQUIPMENT MfgDESCRIPTION OF COMPANY'S NEVADA OPERATIONS

SMP

Y

1

5 (A) Equipment List5 (B) Employment Schedule5 (C) Evaluation of Health Plan, with supporting documents to show the employer paid portion of plan meets the minimum of 65%.

When to break ground, if building (month, year)?Estimated completion date, if building (month, year):

How much space (sq. ft.)?


Do you plan on making building tenant improvements?

When to make improvements (month, year)?

Section 5 - Complete Forms (see additional tabs at the bottom of this sheet for each form listed below)

If No, skip to Part 3. If Yes * , continue below:

How much space (sq. ft.)?Due to expansion, will you lease additional space?

Do you plan on making building tenant improvements?

How much expanded space (sq. ft.)?Annual lease cost of expanded space:

If No, skip to Part 2. If Yes * , continue below: Expanding at the current facility or a new facility?

Part 2. Are you currently/planning on

Annual lease cost at current space:102,713

What year(s)?April-July 2018

Part 1. Are you currently leasing space in Nevada?If No, skip to Part 2. If Yes, continue below:

If No, skip to Part 2. If Yes, continue below:

Part 1. Are you currently/planning on

Annual lease cost of space:

What year(s)? 2018 - 2025

Section 6 - Real Estate & Construction (Fill in either New Operations/Startup or Expansion, not both.)

Yes

Part 2. Are you currently operating at an


Do you plan on making building improvements?

Check the applicable box when form has been completed.

Expansions - Plans Over the Next 10 YearsNew Operations / Start Up - Plans Over the Next Ten Years

leasing space in Nevada? Yes


owner occupied building in Nevada?

Purchase date, if buying (month, year):

Purchase date, if buying (month, year):When to break ground, if building (month, year)?

Estimated completion date, if building (month, year):

No


Part 3. Are you currently/planning onbuilding a build-to-suit facility in Nevada? No

BRIEF DESCRIPTION OF CONSTRUCTION PROJECT AND ITS PROJECTED IMPACT ON THE LOCAL ECONOMY (Attach a separate sheet if necessary):* Please complete Section 7 - Capital Investment for New Operations / Startup. * Please complete Section 7 - Capital Investment for Expansions below.

If Yes * , continue below:

buying an owner occupied facility in Nevada? No

If No, skip to Part 3. If Yes, continue below:

Part 3. Do you plan on building or buying a

If No, skip to Part 3. If Yes * , continue below:When to make improvements (month, year)?

If Yes * , continue below:



Due to expansion, will you be making building improvements?

Current assessed value of real property?


$1.2MIf No, skip to Part 3. If Yes, continue below:

How much space (sq. ft.)?What year(s)?

new facility in Nevada?

2

Overtime Merit increases Tuition assistance BonusPTO / Sick / Vacation COLA adjustments Retirement Plan / Profit Sharing / 401(k) Other:

No

Medical Vision DentalQualified after (check one):

Upon employment Three months after hire date Six months after hire date Other:

Health Insurance Costs: Percentage of health insurance coverage by (min 65%):Cost of health insurance for company (annual amount per employee): Company: 65%Health Plan annual out-of-pocket maximum (individual): Employee: 35%

50

New Operations / Start Up

Average hourly wage of these new employees:end of the first eighth quarter of expanded operations?:

Is the equipment purchase for replacement

of existing equipment?

None other than described immediately above

How many FTE employees prior to expansion?:

$1,440

FSA account (Health care & Dependent care)

Average hourly wage of these new employees: $32.31

Is health insurance for employees and an option for dependents offered?: Yes

* FTE represents a permanent employee who works an average of 30 hours per week or more, is eligible for health care coverage, and whose position is a "primary job" as set forth in NAC 360.474.

(Must attach the most recent assessment from the County Assessor's Office.)

$5,000

Package includes (check all that apply):

Section 9 - Employee Health Insurance Benefit Program

Average hourly wage of these existing employees:

How many full-time equivalent (FTE*) employees will be created by the

Section 8 - Employment (Fill in either New Operations/Startup or Expansion, not both.)

How many full-time equivalent (FTE*) employees will be created by the

Land:

Building Costs (if building / making improvements):

1.0M

Expansions

Current assessed value of personal property in NV:

How much capital investment is planned? (Breakout below):

Equipment Cost:

Total:

incl

Total number of employees after expansion:

OTHER COMPENSATION (Check all that apply):

BRIEF DESCRIPTION OF ADDITIONAL COMPENSATION PROGRAMS AND ELIGIBILITY REQUIREMENTS (Attach a separate sheet if necessary):

[SIGNATURE PAGE FOLLOWS]

Expansions

Building Purchase (if buying): Building Purchase (if buying):

end of the first eighth quarter of new operations?:

Other:

Equipment Cost:

Total:

Land:

$1.0M

Section 7 - Capital Investment (Fill in either New Operations/Startup or Expansion, not both.)New Operations / Start Up

$0

(through 2019)

Building Costs (if building / making improvements):

How much capital investment is planned? (Breakout below):

O

3

Manu NamboodiriName of person authorized for signature Signature

Senior Director, Smart Cities March 15, 2018

I, the undersigned, hereby grant to the Governor's Office of Economic Development access to all pertinent and relevant records and documents of the aforementioned company. I understand this requirement is necessary to qualify and to monitor for compliance of all statutory and regulatory provisions pertaining to this application.

Section 10 - Certification

Being owner, member, partner, officer or employee with signatory authorization for the company, I do hereby declare that the facts herein stated are true and that all licensing and permitting requirements will be met prior to the commencement of operations. In addition, I and /or the company’s legal counsel have reviewed the terms of the GOED Tax Abatement and Incentives Agreement, the company recognizes this agreement is generally not subject to change, and any material revisions have been discussed with GOED in advance of board approval.

Title Date

555 E. Washington Ave., Ste 5400 • Las Vegas, Nevada 89101 • 702.486.2700 • (Fax) 702.486.2701 • www.diversifynevada.com Nevada Governor's Office of Economic Development

5

Site Selection FactorsCompany Name: County:

Section 1 - Site Selection Ratings

Availability of qualified workforce: 3 Transportation infrastructure: 5Labor costs: 1 Transportation costs: 2

Real estate availability: 4 State and local tax structure: 5Real estate costs: 3 State and local incentives: 5

Utility infrastructure: 1 Business permitting & regulatory structure: 5Utility costs: 1 Access to higher education resources: 3

Aptiv Clark County

This project involves multiple phases which could lead to the establishment of a Global Mobility Command Center that would potentally create 1,000+ jobs and involve several hundreds of millions of dollars in capital investment. The abatement programs as well as other potential discretionary incentives will play a critical role as Aptiv evaluates the optimal community in which to locate and establish this global center of excellence. Such incentives will provide much-needed cost off-sets for the project and will be an important signal of commitment from State and Local leaders as well as stakeholders.

Directions: Please rate the select factors by importance to the company's business (1 = very low; 5 = very high). Attach this form to the Incentives Application.

Please summarize the importance of the abatement program to your decision (please include at least a paragraph summary):

5

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Equipment Schedule, Detailed

The Office has determined the detailed equipment schedule as described in this application constitutes confidential proprietary information of Delphi Automotive Systems, LLC, and is not a public record.

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Employment Schedule, Detailed

The Office has determined the detailed employment schedule as described in this application constitutes confidential proprietary information of Delphi Automotive Systems, LLC, and is not a public record.

5(C) Evaluation of Health Plans Offered by CompaniesCompany Name: Aptiv County:

Total Number of Full-Time Employees: 50

Average Hourly Wage per Employee $32.31Average Annual Wage per Employee (implied) $67,197.31

Annual Cost of Health Insurance per Employee $5,000.00Percentage of Cost Covered by:

Company 65%Employee 35%

Health Plan Annual Out-of-Pocket Maximum $1,440

[following requirements outlined in the Affordable Care Act and US Code, including 42 USC Section 18022]Covered employee's premium not to exceed 9.5% of annual wage 4.0% MMQ

Annual Out-of-Pocket Maximum not to exceed $7,150 (2017) $1,440 MMQ

Minimum essential health benefits covered (Company offers PPO):(A) Ambulatory patient services(B) Emergency services(C) Hospitalization(D) Maternity and newborn care(E) Mental health/substance use disorder/behavioral health treatment(F) Prescription drugs(G) Rehabilitative and habilitative services and devices(H) Laboratory services(I) Preventive and wellness services and chronic disease management(J) Pediatric services, including oral and vision care

No Annual Limits on Essential Health Benefits

I, the undersigned, hereby declare to the Governor's Office of Economic Development that the facts herein stated are true, and that I have attached sufficient plan information highlighting where our plan reflects meeting the 65% minimum threshold for the employe paid portion of the plan for GOED to independently confirm the same.

Generalized Criteria for Essential Health Benefits (EHB)

Clark County

DELPHI AUTOMOTIVE SYSTEMS, LLC

Business Entity Information

Status: Active File Date: 09/12/2017

Type: Foreign Limited-Liability Company Entity Number: E0434212017-2

Qualifying State: DE List of Officers Due: 09/30/2018

Managed By: Expiration Date:

Foreign Name: On Admin Hold: No

NV Business ID: NV20171581476 Business License Exp: 09/30/2018

Registered Agent Information

Name: THE CORPORATION TRUST COMPANY OF NEVADA Address 1: 701 S CARSON ST STE 200

Address 2: City: CARSON CITY

State: NV Zip Code: 89701

Phone: Fax:

Mailing Address 1: Mailing Address 2:

Mailing City: Mailing State: NV

Mailing Zip Code:

Agent Type: Commercial Registered Agent - Corporation

Jurisdiction: NEVADA Status: Active

View all business entities under this registered agent ()

Officers Include Inactive Officers

Manager - DELPHI HOLDINGS, LLC

Address 1: 5725 DELPHI DR Address 2:

City: TROY State: MI

Zip Code: 48098 Country:

Status: Active Email:

Manager - DELPHI FINANCIAL HOLDINGS, LLC

Address 1: 5725 DELPHI DR Address 2:

City: TROY State: MI

Zip Code: 48098 Country:

Status: Active Email:

Actions\Amendments

Click here to view 2 actions\amendments associated with this company ()

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1. Delphi Automotive Systems, LLC - Board Packet...Delphi Automotive Systems, LLC Delphi Automotive...

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