Final Main Body Investment Agreement

7/24/2019 Final Main Body Investment Agreement

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Final Draft 25 August 2014

INVESTMENT AGREEMENT

IN RESPECT OF THE PROPOSED DEVELOPMENT OF AN

AUTOMOTIVE MANUFACTURING PLANT IN THE STATE OF

NUEVO LEON

entered into by

KIA MOTORS CORPORATION;

THE GOVERNMENT OF THE STATE OF NUEVO LEON;

and

THE MUNICIPALITY OF PESQUERIA, NUEVO LEON


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This Investent A!"eeent #the $A!"eeent$%is hereby entered into as of August 27, 2014

by and among:

(1 KIA MOTORS CORPORATION, a !om"any established under the la#s of the $e"ubli! of

%orea, #ith its head offi!e at 12 &eolleung'ro, eo!ho'gu, eoul, 1)7'*)+, $e"ubli! of %orea

($KMC$

(2 THE GOVERNMENT OF THE STATE OF NUEVO LEON through the SECRETARY OF

ECONOMIC DEVELOPMENT OF THE STATE OF NUEVO LEON (the $St&te

G've"nent$ and

#(% THE MUNICIPALITY OF PESQUERIA, NUEVO LEON (the $M)ni*i+&it-$-

(.he abo/e referen!ed entities may from time to time be referred to indi/idually as a

$P&"t-$ and !olle!ti/ely as the $P&"ties$, andthe tate o/ernment and the uni!i"ality

may from time to time be referred to !olle!ti/ely as the $Me.i*&n P&"ties$-

/HEREAS

(A %, sub3e!t to the terms and !onditions of this Agreement, intends, through any entities

a""ointed or designated by %, to de/elo" and !onstru!t an automobile manufa!turing

"lant in the tate of ue/o eon-

(6 .he tate o/ernment has "ro"osed a site lo!ated in the muni!i"ality of es8ueria in the

tate, as generally des!ribed in !hedule 1, for the de/elo"ment and im"lementation of the

ro3e!t-

( .he im"lementation of the ro3e!t #ill ma9e a ma3or "ositi/e !ontribution to the e!onomi!

de/elo"ment of the es8ueria region, the tate, and ei!o as a #hole-

(D .he tate o/ernment and the uni!i"ality #ish to su""ort the im"lementation of the

ro3e!t by offering attra!ti/e terms and !onditions under #hi!h % (and;or its designee(s

may underta9e the ro3e!t in the tate, in!luding signifi!ant in/estment in!enti/es and other

state and muni!i"al aid granted in a!!ordan!e #ith A""li!able a#-

NO/, THEREFORE,u"on and in !onsideration for the mutual "romises and !o/enants !ontained

herein and for other /aluable !onsideration, the re!ei"t, ade8ua!y and suffi!ien!y of #hi!h are

hereby a!9no#ledged, the arties agree as follo#s:

01 INTERPRETATIONS

010 Definitions

.he follo#ing #ords and e"ressions shall, unless the !ontet other#ise re8uires, ha/e

the follo#ing meanings:

$AASHTO$ means the Ameri!an Asso!iation of tate &igh#ay and .rans"ortation


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$A23&*ent P"'+e"t-$ means !ertain "ar!els of land (#ith a surfa!e area of

a""roimately 1)2 he!tares ad3a!ent to the ro3e!t ite, as generally illustrated in

!hedule 1, #hi!h is reser/ed for donation to % by the tate o/ernment in the e/ent

that % e"ands or de/elo"s an additional !ar manufa!turing "lant near the ro3e!t ite

in the future, "ursuant to !lause 7-)-

$A44ii&te$ means any erson that dire!tly or indire!tly !ontrols, or is under the !ontrolof, %, or, any erson #hi!h % o#ns not less than 50= of the /oting shares in the

share !a"ital of the !ontrolled entity-

$A++i*&5e L&6$ means all legal a!ts, in!luding la#s, regulations, rules, de!rees,

orders and instru!tions at the federal, state, and muni!i"al le/els of the ei!an

go/ernment, in!luding any amendments #hi!h may be ado"ted (#hether "rior to or

subse8uent to the >ffe!ti/e Date-

$A++"'v& '4 St&te C'n!"ess$means either (i the issuan!e of a de!ree by the tate

ongress "ursuant to #hi!h an eem"tion to "ayroll .a for the ro3e!t is to be granted,

or (ii an amendment to the tate romotion of ?n/estment and >m"loyment A!t,

authorising the >e!uti/e bran!h, through the 6oard for romotion of ?n/estment, to

grant an eem"tion to "ayroll .a, "ursuant to !lause @-) of this Agreement-

$ASTM$ means the Ameri!an o!iety for .esting and aterials-

$A//A$ means the Ameri!an ater or9s Asso!iation-

$C'n2iti'ns$means the !onditions subse8uent set out in !lause 5-1-

$C'n4i2enti& In4'"&ti'n$ means all information, #hether in #riting, /erbal or in

ele!troni! form, relating to the ro3e!t or this Agreement, the arties to it or any of their

res"e!ti/e Affiliates and businesses (in!luding !o"ies of any do!uments in relation to the

ro3e!t made a/ailable to the arties to this Agreement or their $e"resentati/es or

Ad/isers and any other information, or data other#ise made a/ailable to the arties inrelation to the ro3e!t or their $e"resentati/es or Ad/isers, #hether before or after this

Agreement is entered into, for the "ur"ose of, and in !onne!tion #ith, the ro3e!t (and

any information or analysis deri/ed from su!h information, but shall not in!lude

information or data #hi!h:

#&% is "ubli!ly a/ailable or be!omes generally a/ailable to the "ubli! (other than as aresult of dis!losure by a arty or its $e"resentati/es or Ad/isers !ontrary to their

res"e!ti/e obligations of !onfidentiality or

#5% be!omes a/ailable (as !an be demonstrated by its #ritten re!ords or by otherreasonable e/iden!e to a arty to this Agreement from a sour!e other than one of

the other arties, or any of their res"e!ti/e $e"resentati/es or

#*% #as already in the artyBs "ossession "rior to its re!ei"t from any other arty freeof any restri!tions as to its use or dis!losure-

$C)"e Pe"i'2$means a "eriod of time to remedy a brea!h of one or more obligations,

re"resentations and #arranties, !o/enants and onditions, #ithout terminating this

Agreement "ursuant to !lause 5-2- .he !ure "eriod shall be se/en (7 !alendar days, and

shall be !ounted from the day in #hi!h one arty notifies the other arty or arties in

#riting of the brea!h-

$D'n&ti'n A!"eeent$ has the meaning gi/en to su!h term in !lause 7-1(a-

$E44e*tive D&te$ means August 27, 2014-

)


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$Envi"'nent& I+&*t Assessent$ means an en/ironmental assessment !ondu!ted

by the tate o/ernment and;or % (and;or its designee(s, as a""ro"riate, in order to

identify any im"a!t #hi!h the ro3e!t may ha/e on the en/ironment, in!luding the

measures that should be im"lemented to a/oid, mitigate or !om"ensate any su!h im"a!t-

.his term in!ludes the hase ? >n/ironmental ?m"a!t Assessment and the hase ??

>n/ironmental ?m"a!t Assessment-

$Envi"'nent& L&6s$means any federal, state, muni!i"al and foreign statute, la#,

ordinan!e, rule, regulation, order, 3udgment, in3un!tion or de!ree and other "ro/ision

ha/ing the full for!e or effe!t of la#, any 3udi!ial and administrati/e order and

determination, any !ontra!tual obligation and any la# !on!erning "ubli! health and

safety, #or9er health and safety, and "ollution or "rote!tion of the en/ironment,

in!luding, #ithout limitation, any la#s or regulations regarding the "resen!e, use,

"rodu!tion, generation, handling, trans"ortation, treatment, storage, dis"osal,

distribution, labeling, testing, "ro!essing, dis!harge, release, threatened release, !ontrol,

or !lean u" of any &aCardous ubstan!es or astes, ea!h as amended and as no# or

hereafter in effe!t, in!luding, #ithout limitation, the eneral a# of >!ologi!al 6alan!e

and >n/ironmental rote!tion, the eneral a# for the re/ention and om"rehensi/e

anagement of astes, the ational aters a#, the Federal a# on >n/ironmentaliability, the eneral a# on ustainable Forest De/elo"ment, the eneral a# on

limate hange, the eneral a# on ildlife and their $egulations, the ei!an


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no e!ise .a in!rease on !ars and

no material ad/erse !hanges in the "oliti!al and e!onomi! systems in ei!o,

in!luding, but not limited to, !hanges in the general regulatory or "oliti!al

!onditions, in!luding any a!ts of #ar or terrorist a!ti/ities, and any material

!hanges to A""li!able a# affe!ting the ro3e!t-

$H&7&"2')s S)5st&n*es '" /&stes$ means any and all "ollutants, !ontaminants, toi!

or haCardous #astes or any other substan!es that might "ose a haCard to health or

safety, of #hi!h the remo/al may be re8uired, or the generation, manufa!ture, refining,

"rodu!tion, "ro!essing, treatment, storage, handling, trans"ortation, transfer, use,

dis"osal, release, dis!harge, s"illage, see"age or filtration of #hi!h is, or shall be,

regulated, restri!ted, "rohibited or "enalised by any >n/ironmental a#s, in!luding,

#ithout limitation, substan!es defined as E&aCardous ubstan!es or astesE under the

eneral >!ologi!al 6alan!e and >n/ironmental rote!tion a# and the eneral a# for the

re/ention and om"rehensi/e anagement of astes-

$Hi!h Ris8 S)5st&n*es$means all the substan!es set forth in the first and se!ond list

of high ris9 a!ti/ities "ublished in the Federal


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$Ke- O44i*e"s$ means the fi/e (5 9ey offi!ers of % (and;or its designee(s as

designated by % (and;or its designee(s for the "ur"ose of !lause @-1(i-

$KMC Re+"esent&tive$ means an indi/idual or entity retained by % (and;or its

designee(s to ad/ise and !onsult #ith % (and;or its designee(s on ite re"aration

and ite onstru!tion matters at the ro3e!t ite-

$KMC Site$means !ertain "ar!els of land of a""roimately ))5 he!tares in surfa!e area

lo!ated #ithin the uni!i"ality, to be granted to % (and;or its designee(s to !onstru!t

!ar manufa!turing fa!ilities, as generally illustrated in !hedule 1-

$Li&5iit-$ means any liability (#hether 9no#n or un9no#n, #hether asserted or

unasserted, #hether absolute or !ontingent, #hether a!!rued or una!!rued, #hether

li8uidated or unli8uidated, and #hether due or to be!ome due, in!luding, but not limited

to, any liability for .aes-

$L'ss$ means any loss of any nature #hatsoe/er, in!luding, but not limited to, any

liability, loss, defi!ien!y, damage, !laim, 3udgment, interest, a#ard, !ost, fine, fee,

"enalty, in3ury, or e"ense of any nature #hatsoe/er, 9no#n or un9no#n, in!luding, but

not limited to, (i those resulting from any a!tions, suits, "ro!eedings, demands,

assessments or 3udgments, together #ith !osts and e"enses in!luding attorneysB fees

and other legal !osts and e"enses relating thereto, and any loss of benefit #hi!h the

arty suffering a loss #ould ha/e a!8uired had the brea!hing arty !om"lied #ith its

obligations under this Agreement and (ii lost "rofit-

$M&"8et V&)e$ has the meaning set forth in !lause 4-

$M)ni*i+&it-$ means the uni!i"ality of es8ueria, ue/o eon-

$O5st&*es$ means any and all "hysi!al obstru!tions on the ro3e!t ite or the Ad3a!ent

ro"erty #hose eisten!e ma9es the im"lementation of the ro3e!t im"ossible or

ine"edient as agreed u"on by the arties-

$Pe"it$ means any "ermit, li!en!e, order, a""ro/al or authorisation issued under any

la#-

$Pe"s'n$ means any indi/idual, !or"oration, !om"any, "artnershi" (limited or general,

limited liability !om"any, 3oint /enture, asso!iation, trust, 3oin sto!9 !om"any,

unin!or"orated organisation or other entity-

$Ph&se I Envi"'nent& I+&*t Assessent$ means an en/ironmental assessment

!ondu!ted by the tate o/ernment, at its o#n !ost, for the "ur"ose of obtaining the

hase ? >n/ironmental ?m"a!t Authorisation, "ursuant to !lause 2-10(b- .he assessment

shall in!lude all the a!ti/ities that are re8uired to be e/aluated by >A$A. and;or

>D> #ith res"e!t to the en/ironmental im"a!t under Arti!le 5 of the $egulations tothe eneral >!ologi!al 6alan!e and >n/ironmental rote!tion a# in res"e!t of the

>n/ironmental ?m"a!t Assessment and Arti!le @ of the $egulations of the >n/ironmental

a# for the tate of ue/o eon, res"e!ti/ely, in!luding, but not limited to, the

modifi!ation of land use of forest Cones, de/elo"ment of the ne!essary infrastru!ture to

"ro/ide the industrial Cone #ith tilities, the !onstru!tion of the industrial fa!ilities that

% (and;or its designee(s #ill o!!u"y and the !onstru!tion of railroads, roads and

other ne!essary infrastru!ture- .his term in!ludes hase ? >n/ironmental ?m"a!t

Assessment A, hase ? >n/ironmental ?m"a!t Assessment 6, and hase ? >n/ironmental

?m"a!t Assessment , as defined belo#:

$Ph&se I Envi"'nent& I+&*t Assessent A$ means an en/ironmental

im"a!t assessment !ondu!ted by the tate o/ernment, at its o#n !ost, for the

@


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"ur"ose of obtaining the hase ? >n/ironmental ?m"a!t Authorisation A, "ursuant

to !lause 2-10(b-

9Ph&se I Envi"'nent& I+&*t Assessent : means an en/ironmental


"ur"ose of obtaining the hase ? >n/ironmental ?m"a!t Authorisation 6-

9Ph&se I Envi"'nent& I+&*t Assessent C means the en/ironmental


"ur"ose of obtaining the hase ? >n/ironmental ?m"a!t Authorisation -

$Ph&se I Envi"'nent& I+&*t A)th'"is&ti'n$ means the authorisation issued by

>A$A. and;or >D>, as a""ro"riate, #hi!h is ne!essary to underta9e the ite

re"aration #or9 and;or infrastru!ture and tilities #or9, on, under and;or outside the

ro3e!t ite, and the !onstru!tion of the fa!ilities that % (and;or its designee(s #ill

o!!u"y- .his term in!ludes hase ? >n/ironmental ?m"a!t Authorisation A, hase ?

>n/ironmental ?m"a!t Authorisation 6, and hase ? >n/ironmental ?m"a!t Authorisation

, as defined belo#:

$Ph&se I Envi"'nent& I+&*t A)th'"is&ti'n A$ means the authorisation

issued by >A$A. #hi!h is ne!essary to underta9e the ite re"aration #or9

on the ro3e!t ite-

9Ph&se I Envi"'nent& I+&*t A)th'"is&ti'n : means the authorisation

issued by >D> #hi!h is ne!essary to underta9e the infrastru!ture and tilities

#or9s on or under the ro3e!t ite, and the !onstru!tion of the industrial fa!ilities

that % (and;or its designee(s #ill o!!u"y-

9Ph&se I Envi"'nent& I+&*t A)th'"i7&ti'n C means the authorisation

issued by >A$A. #hi!h is ne!essary to de/elo" the ne!essary infrastru!ture

to "ro/ide the ro3e!t ite #ith tilities, the !onstru!tion of railroads and

infrastru!ture outside the ro3e!t ite-

$Ph&se II Envi"'nent& I+&*t Assessent$ means the en/ironmental im"a!t

assessment !ondu!ted by % (and;or its designee(s, at its o#n !ost, for the "ur"ose

of obtaining the hase ?? >n/ironmental ?m"a!t Authorisation-

$Ph&se II Envi"'nent& I+&*t A)th'"is&ti'n$ means the authorisation issued by

>D>, #hi!h is ne!essary to o"erate the !ar manufa!turing "lant on the ro3e!t ite-

$P"'3e*t$means the de/elo"ment and !onstru!tion by % (and;or its designee(s of a

fully o"erational state'of'the'art fa!ility for, initially, the manufa!ture and assembly of

!ertain automobiles !urrently under the de/elo"ment by % together #ith all related

fa!ilities to be lo!ated on the ro3e!t ite or a""urtenant thereto-

$P"'3e*t M&n&!e"#s%$means s- elina illarreal ardenas, r- Anselmo ortGs, r-

>duardo Hn!heC, or any other "erson a""ointed by the tate o/ernment sub3e!t to the

a""ro/al of % (and;or its designee(s, #hi!h shall not be unreasonably denied,

"ursuant to !lause 2-5-

$P"'3e*t S*he2)e$means ea!h and any of the deadlines for !om"letion of "arti!ular

stages of the ro3e!t, as set forth in !hedule )-

$P"'3e*t Site$means !ertain "ar!els of land !onstituting a""roimately 500 he!tares

lo!ated #ithin the uni!i"ality, #hi!h !om"rise the % ite and the u""liers ite, as

generally illustrated in !hedule 1-

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$P"'te*te2 S+e*ies$ means all /egetation or #ildlife s"e!ies defined in the Iei!an


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$Tie


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regional authorities, and enter"rises #hi!h it o#ns or !ontrols, and their res"e!ti/e

dire!tors, em"loyees, legal, finan!ial, te!hni!al and other Ad/isers and !ontra!tors, for so

long as % (and;or its designee(s or any of its Affiliates o#ns or o"erates the ro3e!t-

u!h assistan!e, !oo"eration and su""ort shall, #ithout limitation, be "ro/ided in a

manner and to the etent that is in !om"lian!e #ith A""li!able a# so that % (and;or

its designee(s !an obtain all ee!uted do!uments and agreements reasonably ne!essaryfor the im"lementation of the ro3e!t, in!luding the ?m"lementation Agreements,

issuan!e of all ne!essary a""ro/als, !onsents, de!isions, ermits, .a rulings, or li!en!es

and all other a!ts of "ubli! administration reasonably ne!essary for the effi!ient and

timely im"lementation of the ro3e!t-

=1? Designation of ro3e!t anager(s

.he arties agree that it is in the best interests of the arties for the de/elo"ment,

design, engineering, !onstru!tion, e8ui""ing and start'u" of the ro3e!t to "ro!eed on an

e"editious timetable, and that time is of the essen!e to a!hie/e the timetable set forth

in the ro3e!t !hedule- A!!ordingly, in order for the ro3e!t to !ommen!e as soon as

"ossible and to "ro!eed in an orderly and on's!hedule manner to meet su!h ro3e!t

!hedule, the ei!an arties agree, !ommen!ing on the >ffe!ti/e Date, to a""oint,

#ithout !ost or !harge to % (and;or its designee(s, the ro3e!t anager(s from

among their em"loyees, to assist % (and;or its designee(s in im"lementing the terms

and !onditions of the Agreement, through #hom all !onta!t, !orres"onden!e, and

!ommuni!ations bet#een the arties in res"e!t of the ro3e!t and the sub3e!t matter of

this Agreement shall be !hannelled- "on %Ks reasonable re8uest, the ei!an arties

shall a""oint additional 8ualified !oordinators to #or9 in !on3un!tion and !oo"eration #ith

the ro3e!t anagers in the follo#ing areas, in!luding, #ithout limitation, ite

re"aration, ermits, .a, training, rail, road, u""lier lo!ation, em"loyee assistan!e,

tilities, and fire "rote!tion-

.he a""ointment of the ro3e!t anager(s shall be sub3e!t to the "rior a""ro/al of %

(and;or its designee(s #hi!h shall not be unreasonably denied, and any re8uest by %(and;or its designee(s to !hange the ro3e!t anager(s and;or !oordinators shall not

be unreasonably denied by the ei!an arties-

=1@ ?m"lementation Agreements

.he arties shall sign su!h do!uments and ta9e su!h ste"s as ne!essary or useful for

% (and;or its designee(s to im"lement the ro3e!t, in!luding entering into the

?m"lementation Agreements for the "ur"ose of detailing and im"lementing the terms of

this Agreement-

=1 $e"resentations and arranties

>a!h of the ei!an arties hereby ma9es to %, and % hereby ma9es to the tateo/ernment, the re"resentations and #arranties set out in !hedule 4- >a!h arty has

made due in8uiry #ith res"e!t to ea!h re"resentation and #arranty !ontained in

!hedule 4, so that none of the re"resentations and #arranties !ontains any untrue

statement of any fa!t or omits to state a fa!t ne!essary to ma9e the statements

!ontained therein not misleading-

=1B Assistan!e #ith ermits

#&% .he ei!an arties, in !on3un!tion #ith the ro3e!t anager(s in !lause 2-5 abo/eshall, on and from the >ffe!ti/e Date and on an ongoing basis, do all things and ta9e all a!tions

ne!essary to assist % (and;or its designee(s in its timely filing of all a""li!ations for, obtaining,

and timely rene#al of, all a""li!able ermits, "ro/ided, that su!h a""li!ations are fully anda!!urately !om"leted in a!!ordan!e #ith A""li!able a# and timely filed by % (and;or its

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designee(s #ith the federal go/ernment, the tate o/ernment, the uni!i"ality and;or all

a""li!able agen!ies thereof- u!h assistan!e shall in!lude, #ithout limitation, timely "ro/ision by

the ei!an arties of ne!essary information to enable % (and;or its designee(s to "re"are

and file a""li!ations and do!uments on a timely basis, and timely issuan!e by the ei!an arties

of all ne!essary ermits (or "ro!uring thereof by !ausing all ermits de!isions to be made as soon

as "ossible re8uired in !onne!tion #ith the ro3e!t, in!luding, #ithout limitation, site "lan

a""ro/als, !onstru!tion ermits, land use ermits, the offi!ial boundary and street number!ertifi!ate, >n/ironmental ?m"a!t Authorisations, the en/ironmental ris9 study and the a!!ident

"re/ention "lan in res"e!t of &igh $is9 ubstan!es, #ater !onstru!tion and su""ly ermits,

#aste#ater dis!harge ermits, #etlands ermits, storm'#ater dis!harge ermits, and the land

disturbing a!ti/ity ermits, noti!e of !om"letion of #or9s and o!!u"an!y ermit, all to be issued on

an e"edited basis in order to "ermit % (and;or its designee(s to "ro!eed #ith ite

onstru!tion and o"eration of the "lant on the ro3e!t ite and the Ad3a!ent ro"erty in

a!!ordan!e #ith the ro3e!t !hedule-

#5% .he tate o/ernment shall !ondu!t the hase ? >n/ironmental ?m"a!tAssessments at its o#n !ost and obtain the hase ? >n/ironmental ?m"a!t

Authorisations from >A$A. and >D>, and any other ermits ne!essary for

underta9ing ite re"aration #or9 and infrastru!ture and tilities #or9 on, under,and outside, the ro3e!t ite, as #ell as the !onstru!tion of the industrial fa!ilities

that % (and;or its designee(s #ill o!!u"y, and shall assume res"onsibility for

!om"lying #ith any orders or !onditions im"osed thereon (if any-

#*% .he ei!an arties shall, to the etent "ermitted by A""li!able a#, #ai/e alladministrati/e, li!ensing and "ermitting fees or !harges other#ise "ayable by % (and;or its

designee(s in !onne!tion #ith !om"lian!e #ith all a""li!able tate and uni!i"al la#s, rules,

regulations, and orders, until the


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designee(s "erforms or underta9es the designing and;or !onstru!tion of the .raining entre, %

(and;or its designee(s shall be entitled to retain any !ontra!tors or su""liers of its !hoi!e in its

sole dis!retion, #ithout !onsultation #ith the tate o/ernment-

=10 re"aratory $eal >state Due Diligen!e

#&% eote!hni!al, oil, ater and Air Luality Analysis

.he tate o/ernment shall !ause, at its o#n !ost, the "re"aration of re"orts or

analyses regarding geote!hni!al, soil, #ater (in!luding a soil and #ater

!ontamination study, and air 8uality, a !o"y of #hi!h has been "ro/ided to %-

>a!h su!h re"ort (i shall name % (and;or its designee(s as a third "arty

benefi!iary (ii #ill be "re"ared for the benefit of % (and;or its designee(s

and (iii !ontains or #ill !ontain an a!9no#ledgement from the !onsultant #hi!h

"re"ared the re"orts that % (and;or its designee(s and any and all lenders

#ith res"e!t to the ro3e!t shall be entitled to rely u"on the results and !on!lusions

of su""ort re"ort(s- .o the etent "ermitted by la#, all su!h re"orts shall be held

!onfidential-

#5% hase ? >n/ironmental ?m"a!t Assessment

.he tate o/ernment shall !ause, at its o#n !ost, the "re"aration of, and

submission to >A$A. and >D>, of re"orts or analyses regarding any im"a!t

on the en/ironment (the $Ph&se I Envi"'nent& I+&*t Assessent$, a

!o"y of #hi!h has been "ro/ided to %- >a!h su!h re"ort (i shall name %

(and;or its designee(s as a third "arty benefi!iary (ii #ill be "re"ared for the

benefit of % (and;or its designee(s and (iii !ontains or #ill !ontain an

a!9no#ledgement from the !onsultant #hi!h "re"ared the re"orts that %

(and;or its designee(s and any and all lenders #ith res"e!t to the ro3e!t shall be

entitled to rely u"on the results and !on!lusions of su!h re"ort(s- .o the etent

"ermitted by la#, all su!h re"orts shall be held !onfidential-

?n addition, the tate o/ernment shall !ause the issuan!e by the >ffe!ti/e Date of

(i a guarantee letter by >A$A. and >D> !ertifying that there are no

rote!ted "e!ies or "rote!ted areas on the ro3e!t ite and (ii a letter from the

uni!i"ality !ertifying that the ro3e!t ite and the Ad3a!ent ro"erty are !lassified

as an hea/y industrial land use Cone-

#*% Aerial hotogra"h .o"ogra"hi! ur/ey and ur/ey

.he tate o/ernment shall !ause, at its o#n !ost, the follo#ing to be "re"ared

and "ro/ided to % (and;or its designee(s by the >ffe!ti/e Date: (i an aerial

"hotogra"h of the ro3e!t ite (ii a to"ogra"hi! sur/ey of the ro3e!t ite and(iii a land sur/ey of the ro3e!t ite to be "re"ared by a li!en!ed sur/eyor, ea!h in

form and substan!e satisfa!tory to %-

#2% etland Delineation

.he tate o/ernment shall "re"are, at its o#n !ost, and deli/er to % (and;or its

designee(s by the >ffe!ti/e Date, the #etland delineation for the ro3e!t ite-

=100 Additional ?ndu!ements and ?n!enti/es for >"ansions

.he in/estment made by % (and;or its designee(s "ursuant to this Agreement has no

effe!t on, and shall not restri!t or limit, any indu!ements and in!enti/es to #hi!h %(and;or its designee(s may be entitled in res"e!t of any additional signifi!ant

12


13/37


in/estment, e"ansion or hiring of em"loyees beyond that !ontem"lated by this

Agreement as of the >ffe!ti/e Date- .he ei!an arties agree to "ro/ide to %

(and;or its designee(s su!h additional indu!ements and in!enti/es e8ui/alent in s!o"e

and form to the ?n!enti/es "ro/ided to % (and;or its designee(s under the

Agreement at su!h time as % (and;or its designee(s !ommits to ma9e su!h

additional in/estment, e"ansion or ne# hires-

=10= %Ks u""liers

.he ei!an arties re!ognise and a!9no#ledge that (i % (and;or its designee(s and

!ertain of its Affiliates may enter into agreements #ith su""liers, !ontra!tors and /endors

(!olle!ti/ely, the $S)++ie"s$, and for the a/oidan!e of doubt, su!h u""liers shall

in!lude any Affiliate of %, to "ro/ide !ertain "rodu!ts and ser/i!es to % (and;or its

designee(s and;or its Affiliates, and (ii !ertain of su!h u""liers may !onstru!t fa!ilities

u"on "ar!els of land on or in reasonable "roimity to the ro3e!t ite for the "ur"ose of

"ro/iding su!h "rodu!ts and ser/i!es to % (and;or its designee(s and;or its Affiliates-

% #ill "ro/ide a "reliminary list of u""liers #ho ha/e e"ressed an interest in

in/esting in the tate, #hi!h in/estment is sub3e!t to negotiations and ee!ution #ith the

ei!an arties #ith res"e!t to their rele/ant in/estment agreements, by the >ffe!ti/e

Date-

.he ei!an arties and the a""li!able lo!al go/ernment agen!ies agree that, sub3e!t to

the total amount to be in/ested in the tate by all the u""liers, as a #hole, being no

less than D 500,000,000 (five hundred million "nited States #ollars in a!!ordan!e

#ith A""li!able a#, the u""liers lo!ating in the tate shall be granted indu!ements and

in!enti/es e8ui/alent in s!o"e and form to the ?n!enti/es as "ro/ided to % (and;or its

designee(s under the Agreement, in!luding, but not limited to, the follo#ing: (i .a

?n!enti/es in!luding a 20'year eem"tion of "ayroll .a and other state and muni!i"al .a

in!enti/es (ii "ro/ision of infrastru!ture and;or tilities in a!!ordan!e #ith u""liersK

re8uirements, in!luding !onne!tions of infrastru!ture and tilities to .ie'in oints di!tated

by %Ks u""liers and guarantee of suffi!ient !a"a!ity and su""ly of tilities (iii the

"ro/ision of tem"orary offi!e s"a!e during the !onstru!tion "eriod (i/ assistan!e #ithobtaining and timely issuan!e of ne!essary ermits and (/ other su""orts su!h as

underta9ing the hase ? >n/ironmental ?m"a!t Assessment-

?t is e"ressly understood and agreed by ea!h of the ei!an arties that (i the benefits

to the u""liers as set forth herein are se"arate and distin!t from the indu!ements

other#ise made a/ailable to % (and;or its designee(s in a!!ordan!e #ith this

Agreement and (ii no su!h benefits granted to or made a/ailable to any su!h u""liers

shall in any manner "re!lude, diminish or ad/ersely im"a!t in any manner u"on the

indu!ements and the /alue thereof made a/ailable to % (and;or its designee(s

"ursuant to this Agreement or other#ise a/ailable to % (and;or its designee(s-

=10( Assistan!e #ith Arranging Finan!ing ommitments

.he tate o/ernment agrees, at the re8uest of % (and;or its designee(s, to assist

% (and;or its designee(s to re!ei/e from, or arrange "ro/ision of, finan!ing fa!ilities

by onshore !ommer!ial ban9s, at "referential interest rates suffi!ient to "ermit %

(and;or its designee(s to finan!e in !onne!tion #ith the design, !onstru!tion, e8ui""ing

and start'u" of the ro3e!t, in!luding the !onstru!tion !osts of the % ite-

(1 PROECT SCHEDULE

(10 .he ei!an arties a!9no#ledge and agree that a delay in the !om"letion of the ro3e!t

#ill im"ose substantial !osts and result in substantial lost "rofits to % (and;or its

designee(s, and as a result % (and;or its designee(s may not "ursue the

de/elo"ment of the ro3e!t- .herefore, time is of the essen!e as to all the terms and!onditions of this Agreement, and the other agreements referred to herein- A!!ordingly,

1)


14/37


the ei!an arties agree to do all things and ta9e all a!tions ne!essary or useful in

order for the ro3e!t to !ommen!e as soon as "ossible and to ensure that ea!h of the

ste"s #hi!h is re8uired to be ta9en or "ro!ured by them shall o!!ur #ithin the time

"eriods set forth in the ro3e!t !hedule-

(1= ot#ithstanding the foregoing, the arties a!9no#ledge and agree that the "ro/isions of

this !lause is sub3e!t to the e!use by any arty !laiming a For!e a3eure, and thero3e!t !hedule may !hange from time to time in a!!ordan!e #ith business needs and

re8uirements- ?n all !ases, the arty !laiming a For!e a3eure shall ta9e all ne!essary

measures to minimise the im"a!t of For!e a3eure on the "erforman!e of its obligations

and to ensure, the resum"tion of normal "erforman!e of the obligations affe!ted by the

For!e a3eure as soon as "ossible- A!!ordingly, in the !ase of unforeseen

!ir!umstan!es, after mutual agreement, the arties may modify the timetable so as to

most effe!ti/ely im"lement the ro3e!t, "ro/ided, that none of the Firm Deadlines set

forth in !hedule ) may be !hanged #ithout the e"ress !onsent of % (and;or its

designee(s, failing #hi!h the ei!an arties agree that, #ithout "re3udi!e to any other

rights or remedies, % (and;or its designee(s may ha/e under the terms of this

Agreement, % (and;or its designee(s shall be entitled not to "ro!eed #ith the

ro3e!t and;or terminate this Agreement in a!!ordan!e #ith !lause 11-1- Amendment ofthe timetable in a!!ordan!e #ith the terms of this !lause shall not limit the obligations to

!arry out the "ur"ose of this Agreement to the fullest etent of their abilities in order to

su!!essfully im"lement the ro3e!t- % (and;or its designee(s reser/es the right at

all times to delay the ro3e!t or any segment thereof for su!h reasonable "eriods of time

as may be re8uired for its business "ur"oses- Any su!h delay shall neither be

!onsidered a determination not to "ro!eed #ith the ro3e!t for "ur"oses of this !lause

nor a brea!h or default by % (and;or its designee(s to !om"ly #ith any

!ommitments made in this Agreement-

>1 MARKET VALUE OF LAND

.he tate o/ernment shall, at its o#n !ost, !ommission an inde"endent a""raisal of the

ro3e!t ite and the Ad3a!ent ro"erty by an inde"endent land a""raisal e"ert that isre!ognised and re"utable in the tate, a !o"y of #hi!h shall be "ro/ided to % (and;or

its designee(s by the >ffe!ti/e Date- u!h a""raisal shall s"e!ify the !urrent mar9et

/alue "er s8uare meter of the ro3e!t ite and the Ad3a!ent ro"erty (the $M&"8et

V&)e$-

?1 CONDITIONS SU:SEQUENT

?10 >a!h of the ei!an arties agrees to fulfil ea!h of the follo#ing onditions, ea!h to the

reasonable satisfa!tion of % (and;or its designee(s, unless #ai/ed by % (and;or

its designee(s:

#&% the tate o/ernment "ro/ides or "ro!ures the granting of ea!h and e/ery?n!enti/e set forth in this Agreement

#5% the A""ro/al of the tate ongress in res"e!t of (i a 100= eem"tion of "ayroll.a for em"loyees of % (and;or its designee(s and its u""liers for a "eriod of t#enty (20

years from the rele/ant !al!ulation date(s "ursuant to !lause @-), and (ii a 100= eem"tion of

any "otential .a o/er /alue added to real estate (in!luding, but not limited to, ?m"uesto obre

Aumento de alor y e3orMa >s"e!Mfi!a de la ro"iedad in res"e!t of the ro3e!t ite "ursuant to

!lause @-@ has been obtained in form and substan!e reasonably satisfa!tory to % (and;or its

designee(s and by no later than 15 o/ember 2014

#*% legal due diligen!e on the title of the ro3e!t ite and the Ad3a!ent ro"erty has

been !om"leted to the satisfa!tion of %

14


15/37


#2% the federal go/ernment "ro/ides all federal in!enti/es in s!o"e and substan!esatisfa!tory to % (and;or its designee(s and

#e% sub3e!t to the total amount to be in/ested in the tate by all the u""liers as a#hole being no less than D 500,000,000 (five hundred million "nited States #ollars, the

ei!an arties "ro/ide all the u""liers #ith indu!ements and ?n!enti/es e8ui/alent in s!o"e andform to the ?n!enti/es as "ro/ided to % (and;or its designee(s under the Agreement,

in!luding, but not limited to, the follo#ing: (i .a ?n!enti/es, in!luding a 20'year eem"tion of

"ayroll .a and other state and muni!i"al .a in!enti/es (ii "ro/ision of infrastru!ture and

tilities in a!!ordan!e #ith u""liersK re8uirements, in!luding !onne!tions of infrastru!ture and

tilities to the .ie'in oints di!tated by the u""liers and guarantee of a suffi!ient su""ly and

!a"a!ity for the tilities (iii "ro/ision of tem"orary offi!e s"a!e during the !onstru!tion "eriod

(i/ assistan!e #ith obtaining, and timely issuan!e of, ne!essary ermits and (/ other su""ort,

su!h as underta9ing the hase ? >n/ironmental ?m"a!t Assessment-

?1= on'Fulfilment of onditions ubse8uent

#&% ?f any of the onditions has not been fulfilled #ithin the res"e!ti/e sti"ulated time"eriods, % (and;or its designee(s may at its sole dis!retion, after the

o!!urren!e of a ure eriod, terminate this Agreement, #ithout in!urring any

iability #hatsoe/er to the ei!an arties, by gi/ing at least se/en (7 daysK

noti!e in #riting to the tate o/ernment "ro/ided, ho#e/er, that the termination

by % (and;or its designee(s "ursuant to !lause 5-2 shall not affe!t any a!!rued

rights of % (and;or its designee(s in res"e!t of the brea!h or non'"erforman!e

by the ei!an arties of any obligations under this Agreement falling due for

"erforman!e "rior to su!h termination-

#5% ?f the Agreement terminates in a!!ordan!e #ith !lause 5-2(a, then, % (and;orits designee(s shall ha/e no obligation to refund, "ay for, or reimburse the !osts

of any ?n!enti/es or any other su""ort already re!ei/ed in !onne!tion #ith the

ro3e!t, in!luding, but not limited to, the !osts of the ite re"aration, and thetate o/ernment shall ha/e no obligation to "ro/ide % (and;or its designee(s

#ith any further ?n!enti/es- ?n addition, the tate o/ernment shall indemnify %

(and;or its designee(s on demand from and against ea!h oss, iability, !ost,

!laim, e"ense, "ro!eeding or demand (in!luding #ithout limitation legal fees and

disbursements that % (and;or its designee(s may suffer or in!ur as a result of

non'fulfilment of the onditions, unless the non'fulfilment is attributable to the

fault of % (and;or its designee(s-

@1 TA INCENTIVES

@10 .he tate o/ernment and the uni!i"ality, as a""li!able, shall "ro/ide a 100=

eem"tion for % (and;or its designee(s in res"e!t of ea!h of the follo#ing .aes,ermits, and asso!iated fees and e"enses to be in!urred there#ith:

#&% $eal >state A!8uisition .a

#5% $eal >state


16/37


#4% ro"erty .ransfer .a and its asso!iated fees and e"enses

#!% .a o/er alue Added to $eal >state (in!luding, but not limited to, Impuesto SobreAumento de Valor $ Mejor%a &spec%fica de la 'ropiedad (if any

#h% A/ailability of Drin9ing ater and e#age er/i!es ertifi!ate

#i% .a for ossession and se of ehi!les, e!lusi/ely for %ey ffe!ti/e Date being three () "er!ent in res"e!t of all of the em"loyees to be hired by the

u""liers in !onne!tion #ith the ro3e!t (as may be e"anded in the future for a "eriod of 20

years "ro/ided that the said 20'year eem"tion "eriod for em"loyees to be hired by the u""liers

shall !ommen!e on the a""li!able !al!ulation dates as determined by the u""liers a!!ording to

s"e!ifi! stages and dates set forth in their a""li!able in/estment agreements to be ee!uted #ith

the ei!an arties-

#*% For the a/oidan!e of doubt, if so re8uested by % (and;or its designee(s and;orits u""liers, the tate shall im"lement su!h "ayroll .a eem"tion for the said 20

1@


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years, in "hases, de"ending on re!ruitment and business needs of ea!h su!h entity

in its sole dis!retion, as generally des!ribed in !hedule 7- For the a/oidan!e of

doubt, the !al!ulation dates indi!ated in !hedule 7 are for referen!e "ur"oses

only, and may be !hanged by % (and;or its designee(s at any time, in its sole

dis!retion- .he tate o/ernment shall !ontinue to ma9e a/ailable to % (and;or

its designee(s and its u""liers the said "ayroll .a eem"tion for the 20 year

"eriod des"ite the re"la!ement of the em"loyees for ea!h 3ob "osition-

@1> >em"tion of and Donation or ayment under the rban De/elo"ment A!t

#&% .he uni!i"ality shall eem"t % (and;or its designee(s from donating !ertainareas of land e8ui/alent to se/en (7 "er!ent of the % ite, or in lieu of su!h

land donation, "aying an amount e8ui/alent to se/en (7 "er!ent of the mar9et

/alue thereof for the "ur"oses of the rban De/elo"ment A!t- For the "ur"oses of

the rban De/elo"ment A!t, reser/ation by % (and;or its designee(s of !ertain

areas #ithin the % ite as "ar9s or re!reational s"a!es, shall be !onsidered

re8uisite land ha/ing been donated or "ayment made-

#5% .he uni!i"ality shall eem"t the u""liers from donating !ertain areas of lande8ui/alent to se/en "er!ent (7= of the u""liers ite, or in lieu of su!h land

donation, "aying an amount e8ui/alent to se/en "er!ent (7= of the mar9et /alue

thereof for the "ur"oses of the rban De/elo"ment A!t- For the "ur"oses of the

rban De/elo"ment A!t, reser/ation by % (and;or its designee(s of !ertain

areas #ithin the ro3e!t ite as "ar9s or re!reational s"a!es, shall be !onsidered

re8uisite land ha/ing been donated or "ayment made-

@1? .he tate o/ernment shall reimburse % (and;or its designee(s and its u""liers for

any fines and;or any !osts asso!iated #ith su!h fines "aid by % (and;or its

designee(s and its u""liers to rele/ant authorities, in the e/ent that the .a ?n!enti/es

"ro/ided by the tate !onstitute % (and;or its designee(s or its u""liers !ommitting

a .a offense, .a e/asion, illegal a!t or any other fis!al !rime under the fis!al regulationsin ei!o-

@1@ >em"tion on .a o/er alue Added to $eal >state (in!luding, but not limited to,

Impuesto Sobre Aumento de Valor $ Mejor%a &spec%fica de la 'ropiedad

?n the e/ent the /alue of land !om"osing the ro3e!t ite in!reases for #hate/er reason,

in!luding, but not limited to, "ubli! infrastru!ture #or9s and the issuan!e by the tate

legislature of an offi!ial de!ree authorising the !olle!tion of .a o/er alue Added to $eal

>state (in!luding, but not limited to, Impuesto Sobre Aumento de Valor $ Mejor%a

&spec%fica de la 'ropiedad, or any other similar .a, the tate o/ernment and the

uni!i"al o/ernment shall immediately ta9e all ne!essary a!tions in full !om"lian!e #ith

A""li!able a#, in order to "ro/ide % (and;or its designee(s and its u""liers a

100= eem"tion of su!h .a o/er alue Added to $eal >state for a "eriod of t#enty (20years follo#ing the date on #hi!h su!h .a !omes into for!e-

@1 .he tate o/ernment shall assist % (and;or its designee(s, on an ongoing basis, in

maimiCing the a/ailability to, and use by, % (and;or its designee(s of statutory and

negotiated .a in!enti/es, #hi!h may redu!e or eliminate %Bs (and;or its designee(s

tate, muni!i"al and;or federal .aes that #ould other#ise be!ome due and "ayable by

% (and;or its designee(s-

1 ACQUISITION OF PROECT SITE

10 % ite

17


18/37


#&% .he tate o/ernment shall, through the .rust Fund, and at no !ost to %(and;or its designee(s, transfer to % (and;or its designee(s, good,

mar9etable and insurable title, in fee sim"le, to ea!h "ar!el of land !onstituting the

% ite, free and !lear of all liens, en!umbran!es, easements and ser/itudes,

"ursuant to a se"arate land donation agreement ($D'n&ti'n A!"eeent$ to be

ee!uted bet#een the tate o/ernment (dire!tly or through the .rust Fund and

% (and;or its designee(s, by no later than 10 e"tember 2014- "on

assuming the title to the % ite, % (and;or its designee(s shall ha/e

absolute right to o!!u"y, use, im"ro/e, all or "art of the % ite a!!ording to its

needs at its dis!retion- For the a/oidan!e of doubt, it shall be entitled to lease or

grant li!en!e in res"e!t of all or "art of the % ite to any third "arty in

!onne!tion #ith the ro3e!t-

#5% ?f % (and;or any of its designee(s is re8uired to "ay .a on any ?n!enti/es"ro/ided to it, the tate o/ernment shall "ay su!h amount to % (and;or its

designee(s, by no later than three () business days "rior to the date on #hi!h

su!h .a "ayment (and;or fine, if any falls due-

#*% .he arties agree that the Donation Agreement shall !ontain "ro/isions "rohibitingthe transfer by % (and;or its designee(s of the % ite, or "art thereof,

#ithout the "rior !onsent of the tate o/ernment, in a!!ordan!e #ith A""li!able

a#, sa/e for the transfer or assignment thereof to its Affiliates, subsidiaries,

designee(s, or any u""lier on the ro3e!t ite-

1= u""liers ite

.he tate o/ernment shall transfer to %Ks u""liers, through the .rust Fund, at no

!ost to %Ks u""lier(s, good, mar9etable and insurable title, in fee sim"le, to !ertain

"ar!els of land !onstituting the u""liers ite, or "art thereof, free and !lear of all liens,

en!umbran!es, easements and ser/itudes, "ursuant to a se"arate land donation

agreement to be ee!uted bet#een the ei!an arties and ea!h u""lier-

1(


19/37


"eriod, failing #hi!h the tate o/ernment shall ha/e the right to dis"ose of the land to a

third "arty other than any !om"etitor to % (and;or its designee(s, the su""liers of

su!h !om"etitors, or any !om"any !arrying out business in the ele!ted ?ndustries, all in

!om"lian!e #ith the "ro/isions of this Agreement and the ?m"lementation Agreements,

as a""ro"riate-

1? .he tate o/ernment a!9no#ledges and agrees that it is the sole res"onsible "arty forany and all iabilities, !laims, indebtedness and res"onsibility of any nature related to, or

deri/ed from, the real estate !onstituting the ro3e!t ite and the Ad3a!ent ro"erty that

arise "rior to a!8uisition by % (and;or its designee(s of title to the % ite and the

Ad3a!ent ro"erty, in!luding, but not limited to, the "ayment of the real estate .aes,

until title o/er the "ro"erty is fully transferred to % (and;or its designee(s-

.he tate o/ernment shall indemnify and 9ee" % (and;or its designee(s and its

Affiliates, subsidiaries, em"loyees, offi!ers, $e"resentati/es or agents (ea!h an

$In2eni4ie2 P&"t-$ and !olle!ti/ely, the $In2eni4ie2 P&"ties$, safe and harmless

against any and all iabilities, osses, damages, !laims, !osts and e"enses in!urred, or

suffered by, them, in relation to, arising out of, resulting from, or attributable to, a!tions

or e/ents "rior to %Ks a!8uisition of su!h title to the land !onstituting the % ite and

the Ad3a!ent ro"erty, in!luding, but not limited to, things arising from, or related to, the

en/ironmental, health, safety or any other !ondition of the ro3e!t ite and the Ad3a!ent

ro"erty, or the "resen!e or sus"e!ted "resen!e of &aCardous ubstan!es and astes,

regardless of #hether su!h en/ironmental, health or safety !ondition, or su!h "resen!e of

&aCardous ubstan!es and astes is 9no#n or un9no#n by the tate o/ernment at any

time-

1@ As of the >ffe!ti/e Date, the tate o/ernment shall grant % (in!luding its

designee(s and its agents, $e"resentati/es, !ontra!tors, !onsultants, su!!essors and

assignees a re/o!able li!en!e for the "ur"oses of "edestrian, "assenger and !onstru!tion

/ehi!ular a!!ess, ingress and egress o/er, a!ross and through the ro3e!t ite, and su!h

other rights and "ri/ileges ne!essary or a""ro"riate in !onne!tion #ith %Bs intended

de/elo"ment and use of the ro3e!t ite- %Bs said re/o!able li!en!e shall remain in fullfor!e and effe!t, and shall not be re/o9ed by the tate o/ernment, until % (and;or its

designee(s and u""liers, as a""ro"riate, a!8uire unen!umbered title to those "ar!els

of real estate !onstituting the ro3e!t ite-

1 Noning

#&% .he tate o/ernment agrees that it #ill !ause the ro3e!t ite and surroundingareas to be Coned to a !lassifi!ation a""ro/ed by % (and;or its designee(s,

#hi!h in!ludes hea/y industrial land use and the "rohibition of the o"eration of

restaurants, bars, #aste dis"osal sites, in!inerators in a!!ordan!e #ith !hedule @,

and #hi!h #ill at all times "ermit the intended use of the ro3e!t ite by %

(and;or its designee(s and its u""liers-

#5% .he ei!an arties shall, to the maimum etent "ossible, in !om"lian!e #ithA""li!able a# o""ose the lo!ation of any un"leasant fa!ilities in the /i!inity of the

ro3e!t ite, as set forth in !hedule @, #hi!h may ad/ersely affe!t the 8uality of

the #or9ing en/ironment in the ro3e!t ite, in!luding, but not limited to, a

3un9yard, a #aste dis"osal site and an in!inerator, and !ontest the granting of

ermits by a""ro"riate tate o/ernment and lo!al agen!ies to any su!h fa!ility-

#*% .he tate o/ernment shall ma9e or !ause the ne!essary amendments to therban De/elo"ment lan for the uni!i"ality and any other a""li!able

muni!i"alities, and;or to the tate De/elo"ment lan 2010 2015, in order to

"rohibit the installation or the !onstru!tion of ele!ted ?ndustries and the fa!ilities

1*


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and;or businesses des!ribed in !hedule @, #ithin the "roimity of the ro3e!t ite,

as set forth in !hedule @, by no later than )1 De!ember 2014-

1B >n/ironmental atters

#&% ursuant to !lause 2-10(a, % (and;or its designee(s shall be made a third"arty benefi!iary of !ertain re"orts enumerated therein-

(i .he tate o/ernment re"resents and #arrants that there are no (i &aCardous

ubstan!es and astes in, on or under the ro3e!t ite, (ii rote!ted "e!ies or

&istori! ro"erties in, on or under the ro3e!t ite, (iii non'!om"lian!e or

/iolations of or iabilities under any >n/ironmental a# #ith res"e!t to o#ning,

leasing, or o"erating the ro3e!t ite, or !arrying out the intended o"erations at the

ro3e!t ite, and (i/ other !onditions on the ro3e!t ite that may !reate or

im"ose iability on % (and;or its designee(s, under any >n/ironmental a# or

materially delay !om"letion or o"eration of the ro3e!t- As of the >ffe!ti/e Date,

the tate o/ernment re"resents and #arrants that there are no &aCardous

ubstan!es and astes that ha/e migrated or emanated or #ill migrate or emanate

onto, into, under or abo/e the ro3e!t ite from any off ro3e!t ite sour!e-

(ii .he tate o/ernment re!ognises that emissions of the ele!ted ?ndustries

#ithin the /i!inity of the ro3e!t ite !ould !ause damage to the manufa!turing

"ro!ess (#hi!h in!ludes "aint "ro!essing or e8ui"ment utilised by % (and;or its

designee(s, and !ould ad/ersely affe!t the ability of % (and;or its designee(s

to obtain ermits for emissions from the ro3e!t based on reasonable ermit terms

and !onditions- .he tate o/ernment agrees that it #ill "ro!ure the uni!i"ality

and other a""li!able muni!i"alities (s"e!ified in !hedule @ to, and the

uni!i"ality agrees to, !om"lete the re8uired reConing amendments and not

"ro/ide any non'statutory indu!ements to any ele!ted ?ndustry, if % (and;or its

designee(s !an establish that the o"eration of su!h ele!ted ?ndustry is

reasonably e"e!ted to !ause "ollutants to enter the air #hi!h #ill !ause signifi!ant

and !ontinuing damage to %Bs (and;or its designee(s "rodu!ts, e8ui"ment or

manufa!turing "ro!ess or may im"a!t in any #ay %Bs (and;or its designee(s

ability to obtain ermits for emissions from the ro3e!t-

(iii .he tate o/ernment re"resents and #arrants that no ele!ted ?ndustry or

other fa!ility is, or shall be lo!ated #ithin the "roimity of the ro3e!t ite as set

forth in !hedule @- .he ei!an arties shall, to the maimum etent "ossible,

!ontest the granting of ermits by a""ro"riate agen!ies at the tate and;or

muni!i"ality le/els to any ele!ted ?ndustry and to eer!ise "oli!e and other

"o#ers in !om"lian!e #ith A""li!able a# to a/oid and o""ose the lo!ation of any

fa!ility in or near the ro3e!t ite that #ould !ause damage to %Bs (and;or its

designee "rodu!ts, e8ui"ment or manufa!turing "ro!ess and that #ould !ause any

"ollutant to enter the air that #ould /iolate any >n/ironmental a# relating to air"ollution-

#5% >n/ironmental ermits hase ? >n/ironmental ?m"a!t Authorisation

(i .he tate o/ernment shall obtain all en/ironmental ermits that are re8uired

for the ite re"aration #or9, infrastru!ture #or9, and tilities #or9 ne!essary for

the o"eration of the ro3e!t, as #ell as for the !onstru!tion of the fa!ilities that

% (and;or its designee(s #ill o!!u"y, in!luding, #ithout limitation, the hase ?

>n/ironmental ?m"a!t Authorisations in a!!ordan!e #ith this !lause 7-+(b and the

A/ailability of Drin9ing ater and e#age er/i!e ertifi!ate, #ithin the time frame

s"e!ified herein-

20


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(ii .he tate o/ernment !o/enants that im"ro/ements shall be made to and

around the ro3e!t ite, at no !ost to % (and;or its designee(s, in !om"lian!e

#ith, and to bring the ro3e!t ite into !om"lian!e #ith, any >n/ironmental a#

and to "rote!t against any damages to natural resour!es, other than those "hysi!al

alterations that ha/e been e"ressly authorised by ermit, in!luding, #ithout

limitation, (A the im"lementation of any terms and !onditions re8uired by any

ermit issued by >A$A., and (6 the im"lementation of any !onser/ationmeasures or reasonable and "rudent measures determined to be ne!essary to

address any "otential im"a!t on the rote!ted "e!ies (in!luding, #ithout

limitation, !a/ity tree and a!ti/ity u"dates, biologi!al assessments, mitigation

"lanning and !onsultation and a!tual mitigation-

(iii .he tate o/ernment shall "ro/ide % #ith geote!hni!al analyses of the

ro3e!t ite, in!luding, #ithout limitation, "reliminary ("erforman!e of ground#ater

studies and additional borings and final (ro3e!t ite "lan boring analyses, the

results of #hi!h shall not "re/ent the ro3e!t ite from being de/elo"ed and the

ro3e!t from being !onstru!ted thereon for the "ur"oses !ontem"lated hereunder,

and #ould, in fa!t, su""ort the !onstru!tion of the ro3e!t on the ro3e!t ite-

(i/ .he tate o/ernment re"resents and #arranties that that all &istori!

ro"erties identified by any !ultural resour!e sur/eys "re"ared in !onne!tion #ith

the ro3e!t ha/e been identified, assessed, do!umented and mitigated, all su!h

that the de/elo"ment of the ro3e!t ite and the !onstru!tion and o"eration of the

ro3e!t thereon #ould be "ermissible and #ould not /iolate any A""li!able a#-

(/ ?f any of the e/ents des!ribed in this !lause 7-+(b o!!urs after the >ffe!ti/e

Date, the effe!t of #hi!h #ould be to halt or delay the !om"letion of ite

re"aration and;or ite onstru!tion in a!!ordan!e #ith the ro3e!t !hedule, %

(and;or its designee(s shall be entitled to terminate this Agreement in a!!ordan!e

#ith !lause 11-1, #ithout in!urring any iability #hatsoe/er to the ei!an arties-

1 ite re"aration of and for the ro3e!t ite

#&% .he tate o/ernment shall, at no !ost or e"ense to % (and;or itsdesignee(s, (i do all things ne!essary to !ondu!t or !ause the !om"letion of ite re"aration

"ursuant to %Ks re8uirements and instru!tions, all as set forth in the ite re"aration

"e!ifi!ations and the ite re"aration !hedule se!tion of !hedule 2, and (ii !ontra!t #ith, or

!ause to be !ontra!ted #ith, all !ontra!tors to im"lement the "rograms and re8uirements of

!hedule 2-

#5% ursuant to !lause 2-*, the tate o/ernment shall sele!t the design "rofessionalsand !ontra!tors to "erform the ite re"aration #or9, and !ause the #or9 to !ommen!e as soon as

"ra!ti!able thereafter, in a!!ordan!e #ith the ite re"aration !hedule it being understood that

% (and;or its designee(s shall be an e"ress third "arty benefi!iary of any !ontra!t or!ontra!ts entered into by and bet#een the tate o/ernment and any design "rofessionals and

!ontra!tors "ro/iding ite re"aration ser/i!es-

#*% % shall ha/e the right to engage, at its e"ense, a % $e"resentati/e to re/ie#all as"e!ts of the ite re"aration #or9, in!luding #or9 "lans and site s"e!ifi!ations- .he tate

o/ernment shall !oo"erate and !ause its !ontra!tors to !oo"erate #ith the % $e"resentati/e,

and "rom"tly ma9e information related to ite re"aration a/ailable to the % $e"resentati/e

u"on re8uest- .he % $e"resentati/e shall ha/e the right to re/ie# the "erforman!e of any

!onstru!tion manager or !ontra!tor engaged in !onne!tion #ith ite re"aration and, #here

a""ro"riate, re8uire adheren!e to the ite re"aration "e!ifi!ations and the ite re"aration

!hedule se!tion of !hedule 2-

21


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#2% .he tate o/ernment shall during the !ontinuan!e of ite re"aration #or9 underthis Agreement !ause its !ontra!tors to maintain the insuran!e !o/erage set forth in the tate

o/ernmentKs standard !onstru!tion !ontra!ts, a !o"y of #hi!h has been "ro/ided to %, and

% (and;or its designee(s shall be named as an additional insured on ea!h su!h "oli!y- .he

tate o/ernment shall not ma9e any !hange or !an!ellation in the foregoing insuran!e !o/erage

#ithout %Ks "rior #ritten a""ro/al thereof, #hi!h a""ro/al shall not be unreasonably #ithheld-

>a!h "oli!y shall "ro/ide that it shall not be !an!ellable #ithout reasonable noti!e to % (and;or

its designee(s-

#e% .he tate o/ernment and % e"ressly a!9no#ledge and agree that the amountof !osts, damages, osses and iabilities that % (and;or its designee(s #ould in!ur as a result

of the tate o/ernmentKs failure to !om"lete the ite re"aration #or9 in a!!ordan!e #ith the

ite re"aration !hedule set forth in !hedule 2 are diffi!ult or im"ossible to a!!urately estimate-

.herefore, all !ontra!ts #hi!h the tate o/ernment enters into #ith third "arties for ite

re"aration #or9 shall !ontain a "ro/ision for li8uidated damages, and % (and;or its

designee(s shall be named as a third "arty benefi!iary to all said ite re"aration !ontra!ts- .he

arties agree that the tate o/ernment shall not be res"onsible for any delay in the ite

re"aration !aused by For!e a3eure- ?n the e/ent of a delay for these reasons, the arties agree

that the tate o/ernment shall eer!ise its best efforts to resume the ite re"aration as soon as"ra!ti!able-

#4% .he tate o/ernment shall, on!e e/ery t#o #ee9s during the ite re"aration andite onstru!tion, "ro/ide heli!o"ter assistan!e to % (and;or its designee(s, at no !ost or

e"ense to % (and;or its designee(s, #hi!h enables the %Ks $e"resentati/e to ta9e aerial

"hotogra"hs o/er the ro3e!t ite-

#!% .he tate o/ernment shall indemnify and 9ee" the ?ndemnified arties safe andharmless against any and all iabilities, osses, damages, !laims, !osts and e"enses suffered by

them, in relation to, arising out of, resulting from, or attributable to, the ite re"aration #or9,

in!luding but not limited to, any a!!idents !aused by the ite re"aration #or9 being !ondu!ted

!on!urrently #ith the relo!ation of the gas "i"eline underneath the ro3e!t ite-

10 o manufa!turing fa!ilities for !ars

ith a /ie# to ensuring a suffi!ient su""ly of labour for the ro3e!t, the tate

o/ernment shall not "ro/ide any non'statutory indu!ements and;or in!enti/es and;or

infrastru!ture su""ort to any ne# automoti/e manufa!turing "ro3e!ts, e!e"t

eisting automobile manufa!turers set forth in !hedule @, lo!ating #ithin a distan!e of a

forty (40 miles radius of the ro3e!t ite-

B1 INFRASTRUCTURES AND UTILITIES

B10 eneral

.he tate o/ernment agrees to !onstru!t and ma9e im"ro/ements to infrastru!ture and

tilities ne!essary or desirable for the su!!essful im"lementation of the ro3e!t, all

#ithout !ost or !harges to % (and;or its designee(s and its u""liers, and in

a!!ordan!e #ith %Bs s"e!ifi!ations as set forth in this !lause and !hedule 2- .he

tate o/ernment shall a!8uire those "ar!els of land that are ne!essary for !onstru!tion

and o"eration of the ro3e!t as set forth in this Agreement, in!luding, but not limited to,

the right'of'#ay for the infrastru!ture and tilities related #or9-

B1= $oads

#&% .he tate o/ernment shall "ro/ide, or "ro!ure . to underta9e, #ithout !ost or!harge to % (and;or its designee(s and its u""liers, !ertain road !onstru!tion andim"ro/ements related thereto in res"e!t of the ro3e!t ite, as des!ribed in the $oad#ay

22


23/37


ommitment se!tion of !hedule 2- .he tate o/ernment shall lands!a"e su!h a!!ess roads,

ad3a!ent high#ays and inter!hange ram"s #ith lo# gro#ing "lants, shrubs and #ild flo#ers in

a!!ordan!e #ith the rban De/elo"ment lan for the uni!i"ality and any other a""li!able

muni!i"alities, and;or to the tate De/elo"ment lan 2010 2015, as a""ro"riate, and in

a!!ordan!e #ith %Bs reasonable s"e!ifi!ations, in light of a mega'"ro3e!t of this siCe and

nature- .he tate o/ernment shall lands!a"e su!h a!!ess roads, ad3a!ent high#ays and

inter!hange ram"s #ith lo# gro#ing "lants, shrubs and #ild flo#ers in a!!ordan!e #ith %Bs(and;or its designee(s reasonable s"e!ifi!ations- Atta!hed in !hedule 2 are the design

s"e!ifi!ations for, and a summary des!ri"tion of, ea!h of the road#ay "ro3e!ts, and the road

infrastru!ture "lan indi!ating the lo!ation of su!h im"ro/ements, in ea!h !ase as agreed bet#een

% and the tate o/ernment- .he tate o/ernment agrees to "ay all !osts in res"e!t of su!h

road#ay !onstru!tion and im"ro/ements- All !ontra!ts #hi!h the tate o/ernment enters into

#ith third "arties for !onstru!tion of the road#ay "ro3e!ts shall !ontain a "ro/ision for li8uidated

damages-

#5% .he tate o/ernment re"resents and #arrants that all road#ay !onstru!tion andim"ro/ements shall be "erformed in a!!ordan!e #ith the a""li!able ei!an standards, or as

other#ise agreed #ith % (and;or its designee(s in !hedule 2- .he tate o/ernment

re"resents and #arrants that the a""li!able ei!an standards are e8ui/alent to the standards,su!h as the AA&.< and the A.- or9 on the design of the road#ay !onstru!tion and

im"ro/ements shall be !oordinated #ith % (and;or its designee(s, and !ommen!e "rom"tly

after the >ffe!ti/e Date- A!tual !onstru!tion and im"lementation of all im"ro/ements shall

!ommen!e as soon as "ra!ti!able after the road#ay !onstru!tion and im"ro/ements designs are

mutually agreed to by % (and;or its designee(s, the . and the tate o/ernment and after

the federal funds are re!ei/ed by the tate o/ernment, sub3e!t, ho#e/er, to the rele/ant Firm

Deadlines- .he tate o/ernment re"resents and #arrants that (i all design and !onstru!tion

#or9 shall be "rom"tly "erformed by or on behalf of the tate o/ernment and (ii the tate

o/ernment #ill "ro!eed to !om"lete the #or9 !alled for it to be "erformed hereunder in

a!!ordan!e #ith the ro3e!t !hedule- ffe!ti/e Date, ea!h of the ei!an arties

agrees to maintain and re"air, or "ro!ure the . to maintain and re"air, at no !ost to %

(and;or its designee(s and its u""liers, all "ubli! roads in ea!h of their res"e!ti/e road systems

identified on the $oad ?nfrastru!ture lan as set forth in >hibit O'2a atta!hed to !hedule 2, so

as to 9ee" su!h roads in !om"lian!e at all times #ith the a""li!able ei!an standards, #hi!h the

tate o/ernment re"resents and #arrants are e8ui/alent to the then'"re/ailing standards,

su!h as the AA&.< and the A.-

B1( $ail#ay

#&% .he tate o/ernment shall "ro/ide, or "ro!ure % and;or the . (asa""ro"riate to underta9e, #ithout !ost or !harge to % (and;or its designee(s and its

u""liers, !ertain rail#ay !onstru!tion, etension and im"ro/ements related thereto in res"e!t of

the ro3e!t ite, as des!ribed in the $ail#ay ommitment se!tion of !hedule 2- % (and;or its

designee(s shall be made a third "arty benefi!iary of any dire!t !ontra!t or !ontra!ts entered into

by and bet#een the tate o/ernment and any !ontra!tor engaged to !onstru!t, or assist in the

!onstru!tion of the rail#ay "ro3e!ts- All !ontra!ts #hi!h the tate o/ernment enters into #ith

third "arties for !onstru!tion of the rail#ay "ro3e!ts shall !ontain a "ro/ision for li8uidated

damages-

#5% .he tate o/ernment re"resents and #arrants that all rail !onstru!tion andim"ro/ements shall be "erformed in a!!ordan!e #ith the a""li!able ei!an standards, or as

other#ise mutually agreed #ith % (and;or its designee(s in !hedule 2- .he tate

o/ernment re"resents and #arrants that the a""li!able ei!an standards are e8ui/alent to the

best international standards- or9 on the design of su!h im"ro/ements shall be !oordinated #ith

% (and;or its designee(s and !ommen!e "rom"tly after the >ffe!ti/e Date- A!tual

!onstru!tion and im"lementation of the rail#ay "ro3e!ts shall !ommen!e as soon as "ra!ti!able

after % a""ro/es the designs and after federal funds are re!ei/ed by the tate o/ernment,sub3e!t, ho#e/er, to the rele/ant Firm Deadlines- All design and !onstru!tion #or9 to be

2)


24/37


"erformed by the tate o/ernment shall be a!!orded the highest "riority, and the tate

o/ernment #ill "ro!eed to !om"lete the #or9 !alled for it to be "erformed hereunder in

a!!ordan!e #ith the ro3e!t !hedule-

#*% .he tate o/ernment shall assist % (and;or its designee(s in obtaining from% the terms and !onditions for the rail ser/i!es #hi!h are as fa/ourable to % (and;or its

designee(s as those offered to other !om"arable industrial !ustomers- .he ei!an arties shall

ensure that im"ro/ement !osts shall not be re!ou"ed from in!reased !harges for the rail#ay

ser/i!es "ro/ided to % (and;or its designee(s and its u""liers-

B1> ater and aste#ater

#&% .he tate o/ernment agrees to !ause #ater and #aste#ater and other relatedne!essary im"ro/ements to be "ro/ided to the .ie'in oint(s of #ater and #aste#ater at the

ro3e!t ite as di!tated by % (and;or its designee(s and;or its u""liers, #ithout !ost or

!harge to % (and;or its designee(s and its u""liers, in a!!ordan!e #ith the ater and

aste#ater ommitment se!tion of !hedule 2, and on a timely basis in a!!ordan!e #ith the

ro3e!t !hedule- .he tate o/ernment guarantees that it #ill (i "ro/ide suffi!ient #ater

re!o/ery (ii "ro/ide a loo"ed #ater su""ly system (iii !onstru!t water storage tanks inaccordance with Exhibit X-4a-4 at the lo!ations di!tated by % (and;or its designee(s, at no

!ost to % (and;or its designee(s, by 15 De!ember 2015, and su!h ele/ated #ater storage tan9

shall bear the %ia mar9 as di!tated by % (and;or its designee(s (i/ maintain %Ks re8uired

minimum flo# and residual "ressure and (/ !onstru!t #ater;#aste#ater filtration fa!ilities as

re8uired by % (and;or its designee(s- .he tate o/ernment shall obtain a #ritten

!ommitment letter from at least one (1 #ater and #aste#ater "ro/ider that %Bs (and;or its

designee(s #ater and #aste#ater re8uirements !an be met-

#5% .he tate o/ernment !o/enants that ea!h etension and;or im"ro/ements shallbe !onstru!ted, installed, maintained and re"aired by the tate o/ernment in a!!ordan!e #ith

the a""li!able ei!an standards, or as other#ise agreed to in the ater and aste#ater

ommitment se!tion of !hedule 2, in!luding, but not limited to, line siCe and "ressure, in order toser/i!e ade8uately the needs of the ro3e!t ite and other "otential inde"endent users along ea!h

etension and;or im"ro/ement- .he tate o/ernment re"resents and #arrants that the a""li!able

ei!an standards are e8ui/alent to the best international standards- .he tate o/ernment

re"resents and #arrants to % (and;or its designee(s that it has se!ured or #ill se!ure all

ne!essary ermits and easements and other rights and "ri/ileges to !onstru!t all #ater and se#er

lines and im"ro/ements in!idental to the ro3e!t ite- .he tate o/ernment shall begin the

!onstru!tion and installation of the #ater and se#er etensions as soon as reasonably "ra!ti!able,

after the >ffe!ti/e Date, and in a!!ordan!e #ith the ro3e!t !hedule- ffe!ti/e

Date, the tate o/ernment !o/enants to "erform, on an ongoing basis, and bear all !osts

asso!iated #ith all maintenan!e and re"airs to those #ater and se#er lines as de"i!ted in >hibit

O'4a atta!hed to !hedule 2, so as to 9ee" su!h #ater;se#er lines in !om"lian!e at all times #ith

the then'"re/ailing ei!an standards, #hi!h the tate o/ernment re"resents and #arrants aree8ui/alent to the best international standards, su!h as the AA, or as other#ise agreed to in the

ater and aste#ater ommitment se!tion of !hedule 2-

#*% ?f re8uested by % (and;or its designee(s, the tate o/ernment shall assist, tothe greatest etent "ossible, % (and;or its designee(s in a!8uiring the ne!essary !on!ession

titles to etra!t underground #ater at a "referential rate-

#2% .he tate o/ernment guarantees that at all times during #hi!h #ater (#hetherindustrial or "otable and #aste#ater ser/i!es are "ro/ided to % (and;or its designee(s and its

u""liers, the rates made a/ailable to % (and;or its designee(s and its u""liers for su!h

ser/i!es shall be the lo#est !ontra!tually negotiated or "ublished rates as those industrial

!ustomers #ith ser/i!es and infrastru!ture re8uirements similar to those of % (and;or itsdesignee(s and its u""liers, and that im"ro/ement !osts shall not be re!ou"ed from in!reased

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!harges for #ater and se#er ser/i!es "ro/ided to % (and;or its designee(s and its u""liers-

.he tate o/ernment shall refrain from dis!riminating against % (and;or its designee(s and

its u""liers #ith res"e!t to #ater and se#er fees or !harges or rates or sur!harges based u"on

the #ater e"ansions re8uired by the ro3e!t- % (and;or its designee(s shall be made a third

"arty benefi!iary of any dire!t !ontra!t or !ontra!ts entered into by and bet#een the tate

o/ernment and any !ontra!tor engaged to !onstru!t, or assist in the !onstru!tion of, the

#ater;#aste#ater "ro3e!ts- All !ontra!ts #hi!h the tate o/ernment enters into #ith third"arties for !onstru!tion of the #ater;#aste#ater "ro3e!t shall !ontain a "ro/ision for li8uidated

damages-

B1? >le!tri!ity

#&% .he tate o/ernment shall !ause a third "arty "ro/ider to "ro/ide ele!tri!transmission distribution lines to the .ie'in oint(s of ele!tri! ser/i!e on the ro3e!t ite as

di!tated by % (and;or its designee(s and;or its u""liers, #ithout !ost or !harge to % and

its u""liers, in a!!ordan!e #ith the >le!tri!ity ommitment se!tion of !hedule 2- ?n addition,

the tate o/ernment shall !onstru!t, at its o#n !ost, su!h additional infrastru!ture (in!luding the

!onstru!tion of an ele!tri! substation #ith a !a"a!ity of at least 70 A at the lo!ation di!tated by

% (and;or its designee(s and;or its u""liers as ne!essary to meet the re8uirements of %(and;or its designee(s and its u""liers- .he tate o/ernment shall obtain a #ritten

!ommitment from at least one (1 ele!tri! "o#er "ro/ider that % (and;or its designee(sKs

ele!tri! "o#er re8uirements s"e!ified in the >le!tri!ity ommitment se!tion of !hedule 2 !an be

met-

#5% .he tate o/ernment shall ensure that the rates to be !harged to % (and;or itsdesignee(s and its u""liers shall be as fa/ourable as those rates !harged to other !om"arable

industrial !ustomers, and that the im"ro/ement !osts shall not be re!ou"ed from in!reased

!harges for ele!tri!ity "ro/ided to % (and;or its designee(s and its u""liers-

B1@ as

#&% .he tate o/ernment shall !ause a third "arty gas ser/i!e "ro/ider to redire!t theeisting gas "i"eline to outside the ro3e!t ite, remo/e the eisting gas "i"eline, and install and

!onne!t a ne# "i"eline to the .ie'in oint(s on the ro3e!t ite as di!tated by % (and;or its

designee(s and;or its u""liers, all #ithout !ost to % (and;or its designee(s and its u""liers-

?n addition, the tate o/ernment shall !onstru!t, at its o#n !ost, su!h additional infrastru!ture

and ma9e im"ro/ements as ne!essary to meet the re8uirements of % (and;or its designee(s

and its u""liers in a!!ordan!e #ith %Bs s"e!ifi!ations-

#5% .he tate o/ernment shall obtain a #ritten !ommitment letter from at least one(1 gas "ro/ider that %Ks (and;or its designee(s gas re8uirements s"e!ified in the as

ommitment se!tion of !hedule 2 !an be met-

#*% .he tate o/ernment shall assist % (and;or its designee(s and its u""liers inobtaining "referential rates from the gas ser/i!e "ro/ider, and ensure that the rates to be !harged

to % (and;or its designee(s and its u""liers shall be as fa/ourable as those rates !harged to

other !om"arable industrial !ustomers, and that the im"ro/ement !osts shall not be re!ou"ed from

in!reased !harges for gas ser/i!es "ro/ided to % (and;or its designee(s and its u""liers-

B1 Alternati/e our!es of >nergy

.he tate o/ernment shall assist % (and;or its designee(s and its u""liers in

obtaining /iable alternati/e sour!es of energy and !ondu!t negotiations to obtain

"referential rates and "a!9ages for % (and;or its designee(s and its u""liers-

B1B .ele!ommuni!ations

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#&% .he tate o/ernment shall obtain a #ritten !ommitment letter from at least one(1 tele!ommuni!ations "ro/ider that %Bs (and;or its designee(s fiber o"ti! line re8uirements

as s"e!ified in the .ele!ommuni!ations ommitment se!tion of !hedule 2 !an be met-

#5% .he tate o/ernment shall assist % (and;or its designee(s and its u""liers in

obtaining "referential rates from the tele!ommuni!ations ser/i!e "ro/ider and ensure that therates to be !harged to % (and;or its designee(s and its u""liers shall be as fa/ourable as

those rates !harged to other !om"arable industrial !ustomers, and that the im"ro/ement !osts

shall not be re!ou"ed from in!reased !harges for tele!ommuni!ations ser/i!es "ro/ided to %

(and;or its designee(s and its u""liers-

B1 a# >nfor!ement and Fire tation

#&% .he tate o/ernment re"resents and #arrants that (i at all times the ro3e!t iteshall re!ei/e su!h la# enfor!ement ser/i!es as may be ne!essary, ade8uate and

suffi!ient to ser/i!e % (and;or its designee(s and its u""liers, #ithout any

!ost, assessment or !harge to % (and;or its designee(s and its u""liers, and

(ii the eisting fa!ilities and e8ui"ment of the ei!an arties near the ro3e!t ite

in!luding the four (4 se!urity for!e bases, the ne#ly o"ened military base, the

muni!i"al "oli!e head8uarters, and the tate and federal "oli!e, are ade8uate for

su!h "ur"oses- .he arties agree that the la# enfor!ement ser/i!es shall not

in!lude any "ri/ate se!urity ser/i!es-

#5% .he tate o/ernment shall (i !onstru!t a fire station to be lo!ated a""roimately1-5 9ilometres from the ro3e!t ite by 1

#ith a maimum res"onse time of t#o (2 minutes, (ii "ro!ure and maintain suffi!ient fire fighting

e8ui"ment to "ro/ide ade8uate fire "rote!tion ser/i!es for all stru!tures and fa!ilities lo!ated on

the ro3e!t ite and (iii fa!ilitate the "ro/ision of ne!essary and ade8uate fire de"artment

ser/i!es to the ro3e!t ite through !oordination and !oo"eration #ith the area fire de"artments of

the uni!i"ality in su""lementing e8ui"ment a/ailability to su!h lo!al fire station-

#*% .he tate o/ernment re"resents and #arrants that (i it #ill fund all o"erationaland other as"e!ts of the fire station anne so long as the ro3e!t is o"erated on the ro3e!t ite,

and (ii fire and "oli!e "rote!tion shall satisfy % (and;or its designee(sKs fire insuran!e

re8uirements and meet % (and;or its designee(sKs s"e!ifi!ations- As the fire "rote!tion needs of

% (and;or its designee(s in!rease due to reno/ations, e"ansions and the li9e, the tate

o/ernment agrees that it #ill se!ure su!h fire fighting e8ui"ment and ser/i!es as shall be needed

to maintain the ade8ua!y of fire "rote!tion ser/i!es for all of the stru!tures and fa!ilities lo!ated on

the ro3e!t ite- Any maintenan!e for fire fighting e8ui"ment and ser/i!es, in!luding the salaries

of the "ersonnel re8uired for the o"eration of the fire station shall be assumed by the uni!i"ality-

B10 o!al edi!al Fa!ility

.he tate o/ernment re"resents and #arrants that the eisting hos"ital fa!ility ad3a!ent

to the ?nternational Air"ort ariano >s!obedo #hi!h is lo!ated #ithin 15 9ilometres from

the ro3e!t ite is ade8uate to "ro/ide % (and;or its designee(s and its em"loyees

t#enty'four (24 hour emergen!y medi!al res"onse and emergen!y room ser/i!es-

1 TRAINING CENTRE; OTHER TRAINING GRANTS

10 .raining entre

#&% .he tate o/ernment shall (i do all things ne!essary to !ause the !onstru!tion,e8ui""ing, and !om"letion of the .raining entre to be lo!ated on the ro3e!t ite in a!!ordan!e

#ith %Bs re8uirements, as set forth in !hedule 5 ($T"&inin! Cent"e S+e*i4i*&ti'ns$

and (ii

retain and hire, "ursuant to !lause 2-*(b, all design "rofessionals and !ontra!tors, sub3e!t to the

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"rior a""ro/al of % (and;or its designee(s, to !om"lete the .raining entre on the ro3e!t ite-

.he !osts to be in!urred in !onne!tion #ith the designing, !onstru!tion, e8ui""ing and start'u" of

the .raining entre shall be entirely borne by the tate o/ernment "ro/ided, ho#e/er, that the

maimum amount of su!h finan!ial su""ort to be "ro/ided by the tate o/ernment on behalf of

or for the benefit of % (and;or its designee(s under this !lause shall not e!eed

D15,000,000 (fifteen million "nited States #ollars "ro/ided, further, that in the e/ent the

a!tual !ost of designing, !onstru!tion and e8ui""ing of the .raining entre e!eeds su!h amount,% (and;or its designee(s shall bear su!h additional !osts-

#5% rom"tly after the >ffe!ti/e Date, the tate o/ernment shall (i hire designing"rofessionals for ar!hite!tural design and !ontra!tors for the !onstru!tion of the .raining entre,

sub3e!t to the "rior #ritten a""ro/al of % (and;or its designee(s, "ursuant to !lause 2-*(b,

and (ii !ause #or9 on the .raining entre to !ommen!e as soon as "ra!ti!al thereafter- .he tate

o/ernment a!9no#ledges and agrees that time is of the essen!e for the !onstru!tion of the

.raining entre, and the !onstru!tion of the .raining entre shall be !om"leted by no later than )1

ar!h 201@ "ro/ided, ho#e/er, that the tate o/ernment #ill eer!ise its best efforts to

!om"lete the design, !onstru!tion and e8ui""ing of the .raining entre by )0 Pune 2015, failing

#hi!h, the tate o/ernment shall arrange for other !om"arable state'of'the'art training fa!ilities

o#ned or o"erated by the tate o/ernment or state uni/ersities, to be a/ailable to % (and;orits designee(s and its u""liers, all at no !ost or e"ense to % (and;or its designee(s and;or

its u""liers, until su!h time as the design, !onstru!tion and e8ui""ing of the .raining entre is

!om"leted-

#*% .he tate o/ernment a!9no#ledges and agrees that the .raining entre shall beo#ned, o"erated, managed and maintained by % (and;or its designee(s- % shall be made a

third "arty benefi!iary of any dire!t !ontra!t or !ontra!ts entered into by and bet#een the tate

o/ernment and any !ontra!tor engaged to design, !onstru!t, or assist in the !onstru!tion of, the

.raining entre- All !ontra!ts #hi!h the tate o/ernment enters into #ith third "arties for the

design, !onstru!tion and e8ui""ing of the .raining entre shall !ontain a "ro/ision for li8uidated

damages-

#2% % (and;or its designee(s shall ha/e the right to engage, at its o#n e"ense,the % $e"resentati/e to re/ie# all as"e!ts of the .raining entre design and !onstru!tion

in!luding #or9 "lans and s"e!ifi!ations related thereto, and the !osts related thereto- .he tate

o/ernment shall !oo"erate and !ause its !ontra!tors to !oo"erate #ith the % $e"resentati/e

and "rom"tly ma9e information related to the design, !onstru!tion, and !osts of the .raining

entre a/ailable to the % $e"resentati/e u"on re8uest- .he % $e"resentati/e shall ha/e the

right to re/ie# the "erforman!e of any design "rofessional, !onstru!tion manager or !ontra!tor in

!onne!tion #ith the .raining entre and the !osts related thereto, #here a""ro"riate, to #or9 #ith

the tate o/ernment to rea!h a mutual agreement regarding any modifi!ations in res"e!t of the

.raining entre and the !osts related thereto-

#e% .he tate o/ernment shall, during the design and !onstru!tion of the .rainingentre, !ause its !ontra!tors to maintain, the insuran!e !o/erage set forth in the tateo/ernmentKs !onstru!tion !ontra!ts, a !o"y of #hi!h #ill be "ro/ided to % (and;or its

designee(s, and % (and;or its designee(s shall be named as an additional insured on ea!h

"oli!y-

1= .raining u""ort

#&% .he tate o/ernment shall "lan and ee!ute, at its o#n !ost, at least three ()different training and re!ruitment su""ort "rogrammes s"e!ifi!ally for ea!h of %

(and;or its designee(s and its u""liers, in a!!ordan!e #ith %Ks re8uirements

and s"e!ifi!ations- u!h "rogrammes shall in!lude: (i 3ob fairs or e/ents of a

similar nature, #hi!h shall be organiCed in !on3un!tion #ith /o!ational and;orte!hni!al s!hools and may !ommen!e "rior to the !om"letion of the !onstru!tion of

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the ro3e!t, #ithout limitation on the fre8uen!y (ii "rioritised referral to and;or

sele!tion from s"e!ialised labour "ools and (iii tailor'made training "rogrammes

targeted at a #or9for!e aged 1@ to 2*, #hi!h in!lude the tate o/ernmentKs

res"onsibility to "re's!reen eligible #or9ers, de/elo" and ee!ute suitable training

!ourses, and "ro/ide #age subsidies e8ui/alent to t#i!e the amount of the

minimum #age of the tate, for ninety (*0 days, to ea!h "arti!i"ant of the

training "rogrammes-

#5% .he tate o/ernment agrees that % (and;or its designee(s shall not ha/e anyobligation to hire "arti!i"ants in the training and re!ruitment su""ort "rogrammes-

.he training and re!ruitment su""ort "rogrammes shall be "ro/ided at %Bs

(and;or its designee(s re8uest, #ithout limitation to the fre8uen!y and the

number of ee!uted and de/elo"ed "rogrammes-

1( A!ademiaKs u""ort

.he tate o/ernment shall "lan, !oordinate, and ee!ute, at its o#n !ost, !oordination

ser/i!es #ith uni/ersities and /o!ational and te!hni!al s!hools for % (and;or its

designee(s and its u""liers, in relation to % (and;or its designee(s and itsu""liersK re!ruitment "ro!esses, in a!!ordan!e #ith their res"e!ti/e re8uirements and

s"e!ifi!ations-

#&% .he main uni/ersities in/ol/ed are onterrey .e!h (E?.>E, the tate ni/ersity(EAE, ni/ersity of onterrey (ED>E and ni/ersidad $egiomontana (E$E-

#5% .he /o!ational s!hools in/ol/ed #ill be ?nstituto de a"a!ita!ion, >/alua!ion yertifi!a!ion >n om"eten!ias ara >l .raba3o (I?>.J, Al/aro E- .he tate o/ernment shall "ro/ide, at its o#n !ost, ne!essary

s"a!e at A


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obtaining from the federal go/ernment the maimum amount of funds for the follo#ing

$esear!h and De/elo"ment ($RD$:

#&% $QD grants and s!holarshi"s offered by the ?nno/ation and .e!hnology .ransfer?nstitute

#5% $


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obtaining re8uired /isas in!luding #or9 "ermits and ( organising and;or

s"onsoring !ommunity #el!ome a!ti/ities in!luding arranging a !ity tour and other

a!ti/ities-

(ii &ousing

.he tate o/ernment shall aid and "ro!ure the establishment of e!lusi/e housingareas for the e"atriates of % (and;or its designee(s and its u""liers-

.he tate o/ernment shall "ro/ide assistan!e and su""ort in!luding negotiating

#ith de/elo"ers and .a authorities, on behalf of % (and;or its designee(s and

its u""liers, to obtain "referential rates in regard to housing "ro3e!ts (in!luding

!onstru!tion !osts, leasing !onditions, "ur!hase o"tions, leisure areas and day'!are

fa!ilities-

c Logistics Support


obtaining "referential rates for storage fees and loading;unloading fees at the

follo#ing "orts:

(i the anCanillo ort,

(ii the Altamira ort, and

(iii the ?nter"uerto onterrey (in!luding but not limited to an inland !ustoms

offi!e, trategi! .a re!in!t, the Air argo .erminal of the ariano >s!obedo

?nternational Air"ort, and the olombia ?nternational 6ridge- .he tate

o/ernment shall ensure that the inland "ort #ill meet the !a"a!ity re8uired by

%, in!luding, but not limited to, an unloading s"a!e of 1,+00 .>-

d Ground-breaking Event

.he tate o/ernment shall organise, at no !ost to %, a ground brea9ing

!eremony to be the held at the ro3e!t ite and rele/ant "ubli! announ!ements, in

a!!ordan!e #ith %Ks re8uirements-

e Federal Incentives

.he tate o/ernment shall assist % (and;or its designee(s, to the greatest

etent "ossible, in obtaining from the federal go/ernment federal in!enti/es,

in!luding, but not limited to, !ustoms duty and A. eem"tions, redu!tions, and;or

deferral "rograms, as a""li!able,


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services as re*uired)

01 OTHERS

01= .he tate o/ernment and the uni!i"ality shall !arry out all ne!essary a!tions "ursuant

to A""li!able a# for granting and formalising the ?n!enti/es, in!luding, but not limited to,

obtaining the A""ro/al of tate ongress and a""ro/al and;or su""ort from any

muni!i"al, federal, and any other tate agen!ies-

010 .rust Fund

(a 6y no later than )0 !alendar days from the >ffe!ti/e Date, the tate o/ernment

shall ee!ute a trust fund (the $T")st F)n2$ in fa/our of % (and;or its

designee(s and its u""liers, into #hi!h the sum of money !orres"onding to the

?n!enti/es shall be de"osited, through one or more installments, and used in

a!!ordan!e #ith the terms of su!h .rust Fund and for the "ur"oses established in this

Agreement- .he tate o/ernment shall ta9e any and all ne!essary a!tions to

guarantee the immediate a/ailability of all of the amounts !orres"onding to the

?n!enti/es de"osited into su!h .rust Fund for the sole benefit of % (and;or its

designee(s and its u""liers-

(b .he tate o/ernment shall transfer the funds !orres"onding to ite re"aration to

the .rust Fund to the satisfa!tion of % (and;or its designee(s at the latest by 1

Panuary 2015 "ro/ided, ho#e/er, that this obligation shall be !onsidered to ha/e

been fulfilled, so long as the tate o/ernment fully !om"lies #ith its obligations

"ursuant to this Agreement in a!!ordan!e #ith the res"e!ti/e due dates "ro/ided

herein-

01= .a ross'"

.o the etent that any ?n!enti/es or other amount "ro/ided by the tate o/ernment and

the uni!i"ality

Final Main Body Investment Agreement

Documents

Transcript of Final Main Body Investment Agreement