Economic Development Agreement. between. The City of Jacksonville. and AMAZON.COM.DEDC LLC

Transcription

1 Economic Development Agreement between The City of Jacksonville and AMAZON.COM.DEDC LLC

2 Economic Development Agreement Article 1. PRELIMINARY STATEMENTS The Project Authority City Determination Jacksonville Small and Emerging Business Program Coordination by City... ~~ QTI Refunds Maximum Indebtedness Availability of Funds... 2 Article 2. DEFINITIONS Base Year City Council City Incentives Company Completion of Construction Developer New Jobs OED Project Investment Related Companies State State Agreement...,... 4 Article 3. APPROVALS; PERFORMANCE SCHEDULES Performance Schedule Approval of Agreement... 4 Article 4. REV GRANT Recapture Enhanced Value Program; Amount Payments of REV Grant Determination of Annual Installments of REV Grant Further disclaimer... 7 Article 5. CITY TRAINING/HIRING ASSISTANCE GRANT City Training/Hiring Assistance Grant; Amount Payment of CT Grant..._ Forfeiture of CT Grant Further disclaimer... 8 Article 6 JOB RETENTION/CREATION Job Creation or Retention Activities... 9 Article 7. JSEB AND COMMUNITY SERVICE COMMITMENT Jacksonville Small and Emerging Businesses (JSEB) Program Community Service Commitment Article 8. REPORTING Reporting Article 9. DEFAULTS AND REMEDIES General... 11

3 9.2 Specific Defaults Performance Schedule Default Limitation of Liability for Default Article 10. ANTI-SPECULATION AND ASSIGNMENT PROVISIONS Purpose Assignment; Limitation on Conveyance Article 11. GENERAL PROVISIONS Non-liability of City Officials Force Maj eure Notices Time Entire Agreement Amendment Waivers Insurance Severability Compliance with State and Other Laws Non-Discrimination Provisions Ethics Public Entity Crimes Notice Survival Incorporation by Reference Order of Precedence Counterparts and Electronic Signatures Independent Contractor Retention of Records/ Audit Non-merger Exemption ofcity Parties to Agreement; Successors and Assigns Venue; Applicable Law; Waive of Jury Trial Civil Rights..., Construction Further Authorizations Attorney's Fees Term of Agreement Exhibits: Exhibit A - Description of the Project Parcel Exhibit B - JSEB Reporting Form Exhibit C - Annual Survey Exhibit D - Job Report Exhibit E - CT Grant Payment Request Form

4 ECONOMIC DEVELOPMENT AGREEMENT This ECONOMIC DEVELOPMENT AGREEMENT (this "Agreement") is made this day of January, 2017 (the "Effective Date"), between the CITY OF JACKSONVILLE, a municipal corporation and a political subdivision of the State of Florida (the "City") and AMAZON.COM.DEDC LLC, a Delaware limited liability company (the "Company''). 1.1 The Project. Article 1. PRELIMINARY STATEMENTS The Company proposes to construct a distribution center within the City located at rd Street, Jacksonville, Florida as more particularly described on Exhibit A attached hereto (the "Project Parcel"). The creation of jobs pursuant to Article 3 hereof and the obligations of the Company under this Agreement are collectively referred to herein as the "Project." The proposed Project includes the construction of a distribution center and installation of tangible personal property on the Project Parcel. The Company anticipates that it will cause an estimated total Project Investment of approximately $115,000, Authority. The City Council has authorized execution of this Agreement pursuant to City Resolution A (the "Resolution"). 1.3 City Determination. The City has determined that the Project is consistent with the goals of the City in that the Project is expected to, among other things: (a) (b) (c) create 1,200 New Jobs (defined below), 325 of which will have an average annual salary of $50,675; generate significant new ad valorem taxes, including significant new tax revenues for the public school system; create induced and indirect job effects which will have a positive impact on local small businesses; and (d) promote and encourage a Project Investment of approximately $115,000, Jacksonville Small and Emerging Business Program. As more fully described in City Ordinance E, the City has determined that it is important to the economic health of the community that whenever a company receives incentives from the City, that company provides contracting opportunities to the maximum extent possible to small and emerging businesses in Duval County as described in Section 7.1. Page 1 of32

5 1.5 Coordination by City. The City hereby designates the Economic Development Officer of the OED or his or her designee to be the Project Coordinator who will, on behalf of the City, coordinate with the Company and administer this Agreement according to the terms and conditions contained herein and in the Exhibit(s) attached hereto and made a part hereof. It shall be the responsibility of the Company to coordinate all project related activities and all matters under this Agreement with the designated Project Coordinator, unless otherwise stated herein. Notwithstanding the foregoing or any other statements herein to the contrary, the OED is an office of the City and has no separate liability under this Agreement. 1.6 OTI Refunds. The Company has applied to the State for the maximum amount of the Qualified Target Industry Tax Refund incentive (the "QTI Refunds") available pursuant to Section , Florida Statutes (the "QTI Statute"). As part of the incentive package offered to the Company to induce the Company to locate the Project on the Project Parcel, the City has agreed to provide to the State the required local funding match under the QTI program (up to $195,000 for up to 325 QTI eligible jobs or such lesser amount as shall equal 20% of the QTI Refunds finally approved and actually paid by the State). The City's and Company's respective obligations with respect to the QTI Refunds shall be governed by the QTI Statute and any agreements separately entered into by the Company or City, as applicable, with the State for such QTI Refunds. The local match of the QTI Refunds under the State Agreement shall not be deemed to constitute a debt, liability, or obligation of the City or of the State of Florida or any political subdivision thereof within the meaning of any constitutional or statutory limitation, or a pledge of the faith and credit or taxing power of the City or of the State of Florida or any political subdivision thereof, but shall be payable solely from the funds provided therefor pursuant to this Agreement. The City shall not be obligated to pay the QTI Refunds or any installment thereof except from the non-ad valorem revenues or other legally available funds provided for that purpose, and neither the faith and credit nor the taxing power of the City or of the State of Florida or any political subdivision thereof is pledged to the payment of the QTI Refunds or any installment thereof. The Company, or any person, firm or entity claiming by, through or under the Company, or any other person whomsoever, shall never have any right, directly or indirectly, to compel the exercise of the ad valorem taxing power of the City or of the State of Florida or any political subdivision thereof for the payment of the QTI Refunds or any installment of either. 1.7 Maximum Indebtedness. The maximum indebtedness of the City for all fees, reimbursable items or other cost pursuant to this Agreement shall not exceed the sum of SEVEN MILLION NINETY-FIVE THOUSAND AND N0/100 DOLLARS ($7,095,000). 1.8 Availability of Funds. The City's obligations under this Agreement are contingent upon availability of lawfully appropriated funds for the Project and this Agreement. Page 2 of29

6 Article 2. DEFINITIONS As used in this Agreement, the following terms shall have the meaning set opposite each: 2.1 Base Year. The base year for purposes of this Agreement shall be as set forth in Section 4.3 of this Agreement. 2.2 City Council. The body politic, as the same shall be from time to time constituted, charged with the duty of governing the City. 2.3 City Incentives. Collectively, the REV Grant and the CT Grant. 2.4 Company. AMAZON.COM.DEDC LLC, a Delaware limited liability company. 2.5 Completion of Construction. The date on which a certificate of OGcupancy is granted for the Project, which date shall be no later than December 31, Developer. A real estate development, construction, contracting, design-build, or similar firm retained by the Company to perform all or any portion of the development of the Project, and which may own certain portions of the Project or the Project Parcel and lease the same to the Company. 2.7 New Jobs. A job position, or combination of job positions, in which the employee, employee of a temporary employment agency or employee leasing company, through a union agreement, or co-employment under a professional employer organization agreement, or combination of such employees, works at the Project Parcel at least 35 paid hours per week and that is new to the City and the State as of the Effective Date of this Agreement. In tabulating hours worked, any paid leave an employee takes during the pay period, such as vacation or sick leave, may be included. Due to the size and location of the Project, the high number of new job positions and the narrow time frames for the job positions to be filled, the New Jobs may be filled by employees residing outside the City of Jacksonville. The Office of Economic Development and any successor to its duties and authority. Page 3 of29

7 2.9 Project Investment. Money invested or caused to be invested by or on behalf of the Company, its Developer, or its lessor, as applicable, in connection with the development or establishment of the Project Related Companies. Any other entity directly controlling or controlled by or under direct common control with the Company, including any entities related to the Company that are authorized to create jobs under the State Agreement State. The State of Florida State Agreement. The QTI tax refund agreement to be entered into between the Company and the State in connection with the creation of 325 QTI Jobs in the City by the Company or the Related Companies. Other capitalized terms not defined in this Article shall have the meanings assigned to them elsewhere in this Agreement. 3.1 Performance Schedule. Article 3. APPROVALS; PERFORMANCE SCHEDULES The Company shall achieve Completion of Construction and create 1,200 New Jobs at the Project Parcel by no later than December 31, 2019 (the "Performance Schedule"). By the execution hereof, and subject to the terms of this Agreement, the Company hereby agrees to undertake and complete the construction and development of the Project in accordance with this Agreement, sufficient to comply with all of the Company's obligations set forth herein. 3.2 Approval of Agreement. By the execution hereof, the parties certify as follows: (a) The Company certifies that (i) (ii) the execution and delivery hereof has been approved by all parties whose approval is required under the terms of the governing documents creating the particular Company entity; this Agreement does not violate any of the terms or conditions of such governing documents and the Agreement is binding upon the Company and enforceable against it in accordance with its terms; Page 4 of29

8 (iii) (iv) (v) the person or persons executing this Agreement on behalf of the Company are duly authorized and fully empowered to execute the same for and on behalf of the Company; the Company is duly authorized to transact business in the State and has.received or will receive as required all necessary permits and authorizations required by appropriate governmental agencies as a condition to doing business in the State; and to its knowledge, the Company, its business operations, and each person or entity composing the Company are in compliance with all material federal, state and local laws affecting this Agreement. (b) The City certifies that (i) (ii) (iii) (iv) (v) the execution and delivery hereof is binding upon the City to the extent provided herein and enforceable against it in accordance with its terms; the City, by action of its governing body, has duly authorized the execution, delivery and performance of this Agreement, and has received all necessary approvals and is duly empowered to perform all of the covenants and obligations of the City contained in this Agreement; neither the authorization, execution and delivery of, nor the performance of this Agreement by the City, violates, constitutes a default under or a breach of any agreement, instrument, contract, mortgage, ordinance, resolution or indenture to which the City is a party or to which the City or its assets or properties are subject; there is not now pending nor, to the knowledge of the City, threatened, any litigation affecting the subject matter of this Agreement; and the City is not presently aware of any facts or circumstances that would jeopardize the ability of the City to provide the City Incentives. Article 4. REV GRANT 4.1 Recapture Enhanced Value Program; Amount. The City shall make a Recapture Enhanced Value grant ("REV Grant") to the Company, in a total amount not to exceed $6,700,000. REV Grant payments shall begin in the first year following the Completion of Construction of the Project and its inclusion on the City tax rolls at full assessed value (the "Initial Year") and ending 10 years thereafter, but not later than 2030 (the "Final Year"), all as more fully described below in this Article 4. Page 5 of29

9 4.2 Payments of REV Grant. The REV Grant shall be paid by the City to the Company by check, in annual installments determined in accordance with Section 4.3, due and payable on or before May 15 of each calendar year, commencing May 15 of the Initial Year and ending May 15 of the Final Year, or when the maximum amount of the REV Grant shall have been paid to the Company, whichever occurs first. The City shall have no liability for any REV Grant in excess of the amount stated in Section 4.1 or after payment of the final installment due May 15 of the Final Year, and, except as expressly provided in this Agreement, the REV Grant payments as determined pursuant to Section 4.3 shall not be subject to reduction or repayment. 4.3 Determination of Annual Installments of REV Grant. The amount of each annual installment of the REV Grant shall be the sum which is equal to: 60% of the "Annual Project Revenues" (as defined and determined in this Section 4.3) received by the City during the twelve (12) month period ended April 1 preceding the due date of such annual installment. For the purposes of this Agreement, "Annual Project Revenues" means the amount of all municipal and county ad valorem taxes, exclusive of any amount from any debt service millage or Business Improvement District ("BID") millage, actually paid by any taxpayer for that tax year (net of any discount pursuant to Section , Florida Statutes, or any successor provision, actually taken by the taxpayer) during such period with respect to all real property and tangible personal property comprising the Project, less the amount of all municipal and county ad valorem taxes that would have been levied or imposed on the Project using the assessed value for the year 2016 (the "Base Year") which for the purpose of this Agreement shall be $125, exclusive of any debt service millage. (The foregoing Base Year amount was calculated using the 2016 In Progress assessed value for the Project Parcel. If the 2016 Certified valuation for the Project Parcel changes the Base Year amount, the parties agree to revise the Base Year amount accordingly.) The foregoing references to ad valorem taxes shall be deemed to include any other municipal or county taxes, or other municipal or county fees or charges in the nature of or in lieu of taxes, that may hereafter be levied or imposed on the Company with respect to real property or tangible personal property comprising the Project, in lieu of or in substitution for the aforesaid taxes and which are levied or imposed for general municipal or county purposes or shall be available for the City's general fund, but not including stormwater or garbage fees or assessments. By April 1 of each calendar year, commencing April 1, Initial Year and ending April 1, Final Year, Company shall give written notice to the City of the amount of county ad valorem taxes paid during the preceding twelve (12) month period ending April 1, quantified by real property and tangible personal property amounts. If, by April 1 of any year, the Company has failed to give notice of taxes paid during the preceding twelve (12) month period, then following notice of such failure provided by the City to the Company, consistent with Section 11.3 of this Agreement, and an opportunity for the Company to cure by thereafter providing such tax notice consistent with Section 9.1 of this Agreement, the Company shall not be eligible for a REV Grant payment for that year. Provided, however, that if the Company provides timely notice in future years, the Company shall be eligible for a REV Grant payment based on the Annual Projected Revenues in such future year's notice. Except as provided below, within thirty (30) days of receipt of said notice, City shall provide Company with a calculation as to the annual REV Grant. If the Company does not give written notice to the City of its objection to the City's calculation within sixty (60) days after its receipt thereof, the Page 6 of29

10 DocuSign Envelope ID: D482E276-A592~44DC-BEB3-2C FD City's calculation shall be considered acceptable. Except as provided below, the City shall make payment of the REV Grant by the later of June 15th of each calendar year or thirty (30) days after City's receipt of notification by the Company that it is in agreement with the City's annual calculation. In the event of a disagreement as to the calculation, the City shall make payment of the amount not in dispute and the parties shall negotiate in good faith any disputed amount. The foregoing dates for the City to provide the REV Grant calculation and make the REV Grant payment shall be extended if on either of such dates the Company has a pending proceeding before the City Value Adjustment Board, Circuit Court, or otherwise that could change the amount of the Annual Project Revenues that the Company was obligated to pay for that tax year and upon which the REV Grant payment would be based. In that event, the date that the City is required to provide the REV Grant calculation to the Company shall be extended until thirty (30) days after the date that the Company notifies the City that any such proceeding has been finally resolved (including any appeals) and any adjustment to the Annual Project Revenues for that tax year has been made and paid. Such notice shall include (i) a copy of any final order or final judgment or other evidence of the resolution of such proceeding that sets forth any change to the assessed value of the Property upon which the Annual Project Revenues are based for that tax year, and (ii) the amount of the adjusted Annual Project Revenues paid by the Company. 4.4 Further disclaimer. The REV Grant shall not be deemed to constitute a debt, liability, or obligation of the City or of the State or any political subdivision thereof within the meaning of any constitutional or statutory limitation, or a pledge of the faith and credit or taxing power of the City or of the State or any political subdivision thereof, but shall be payable solely from the funds provided therefor in this Article 4. The City shall not be obligated to pay the REV Grant or any installment thereof except from the non-ad valorem revenues or other legally available funds provided for that purpose, and neither the faith and credit nor the taxing power of the City or of the State or any political subdivision thereof is pledged to the payment of the REV Grant or any installment thereof. The Company, or any person, firm or entity claiming by, through or under the Company, or any other person whomsoever, shall never have any right, directly or indirectly, to compel the exercise of the ad valorem taxing power of the City or of the State or any political subdivision thereof for the payment of the REV Grant or any installment of either. Article 5. CITY TRAINING/HIRING ASSISTANCE GRANT 5.1 City Training/Hiring Assistance Grant; Amount. The City shall make a City Training/Hiring Assistance Grant to the Company to meet the immediate workforce-skill needs for new employees of the Company at the Project Parcel, in an amount not to exceed $200,000 (the "CT Grant"). The CT Grant shall be made on a reimbursement basis, payable in accordance with Section 5.2 hereof beginning in the first year that the new employees are hired by the Company at the Project Parcel and ending four (4) years thereafter. The City's obligation to make the CT Grant is subject to the terms and conditions of this Agreement. Page 7 of29

11 5.2 Payment of CT Grant. The City's annual obligation to pay the CT Grant to the Company is conditioned upon the prior occurrence of the following: (a) (b) Consistent with the requirements of Article 8 of this Agreement, by April 1 of each year the Company shall submit to City invoices and documentation of expenditures and other documentation as set forth in Exhibit E. Within sixty (60) days upon completion of training, or within sixty (60) days of expiration or earlier termination of this Agreement, whichever first occurs, the Company will provide a certification to City that the training has been completed in compliance with the terms and conditions of this Agreement. Such report shall include the total funds expended by the Company in connection with training of employees at the Project Parcel, the number of individuals trained and hired, and a summary of the actual total training costs. The City will pay the CT Grant to the Company in annual payments within sixty (60) days after the OED receives satisfactory evidence that the Company has complied with Section 5.2. The amount of each annual installment will equal the total funds expended by the Company in connection with the training of employees at the Project Parcel, as demonstrated through the invoices, records and other documentation submitted by the Company to the City in connection with the Company's training of employees hired at the Project Parcel. The annual payment of the CT Grant shall not exceed $100,000. Notwithstanding the foregoing, in the event any such annual payment of the CT grant is less than $100,000, such amount may be carried forward to subsequent years. For the sake of clarity, the following shall be considered eligible for reimbursement by the CT Grant: Company learning managers' and training ambassadors' wages inclusive of internal and external trainer's wages, software licenses for training programs, reasonable travel expenses for employees to attend the training, hiring expenses, and all costs attendant thereto, including, but not limited to job fairs, pre-employment recruiting activities, and related marketing or advertising costs. 5.3 Forfeiture of CT Grant. The CT Grant will be made annually subject to the requirements of Section 5.2 above. If the Company or its Related Companies fail to create, collectively, 1,200 New Jobs by December 31, 2019, the amount of the CT Grant shall be reduced in accordance with the following formula: 1,200 minus the actual number of New Jobs created by December 31, 2019, divided by 1,200, times $200,000. If necessary to comply with this paragraph, Company shall make a repayment to the City based upon the shortfall in New Jobs of the CT Grant actually paid to the Company by City in connection with this Agreement. 5.4 Further disclaimer. The CT Grant shall not be deemed to constitute a debt, liability, or obligation of the City or of the State or any political subdivision thereof within the meaning of any constitutional or statutory limitation, or a pledge of the faith and credit or taxing power of the City or of the State or any political subdivision thereof, but shall be payable solely from the funds provided therefor in this Article 5. The Page 8 of29

12 City shall not be obligated to pay the CT Grant or any installment thereof except from the non-ad valorem revenues or other legally available funds provided for that purpose, and neither the faith and credit nor the taxing power of the City or of the State or any political subdivision thereof is pledged to the payment of the CT Grant or any installment thereof. The Company, and any person, firm or entity claiming by, through or under the Company, or any other person whomsoever, shall never have any right, directly or indirectly, to compel the exercise of the ad valorem taxing power of the City or of the State or any political subdivision thereof for the payment of the CT Grant or any installment thereof. Article 6. JOB RETENTION/CREATION 6.1 Job Creation or Retention Activities. The Project is intended to result in the creation of at least 1,200 New Jobs in accordance with the Performance Schedule. In the event that, notwithstanding the City's best efforts, the Company or its Related Companies or any such third-party employer found or finds it necessary to recruit, interview, consider, select or train any persons, or fill any New Jobs to be created in the City as a result of this Agreement, before execution of this Agreement or the State Agreement, such New Jobs shall not be considered or deemed to lose their status as New Jobs created in the City as a result of the Project and such persons shall not be considered or deemed to lose their status as persons, or, in applicable cases, low and moderate income persons, to which such New Jobs have been made available or who hold such New Jobs. The Company shall provide to the OED prior to April 1 of each year this Agreement is in effect the annual reporting forms in the format of, and containing at a minimum the information on, Exhibit D. The jobs requirement will be assessed annually throughout the term of the REV Grant by the OED for to determine compliance with the New Job requirements of this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall jobs in respect of which the Company and its Related Companies received or receives QTI tax refunds pursuant to any other agreement with the City be considered "New Jobs" under this Agreement and neither the Company nor its Related Companies shall receive QTI tax refunds under any other agreement for New Jobs with respect to which the Company received QTI tax refunds under this Agreement. In the event that the Company is a party to any other agreement with the City that was entered into prior to the Effective Date with respect to jobs created or to be created within the City and that is in effect as of the Effective Date, any jobs created within the City shall be considered New Jobs only after the Company has satisfied its job creation requirements with respect to such period under such other agreement, or after the eligibility to receive QTI tax refunds under such agreement has terminated. Article 7. JSEB AND COMMUNITY SERVICE COMMITMENT 7.1 Jacksonville Small and Emerging Businesses (JSEB) Program. The Company, in recognition of the public funds provided to assist the Company pursuant to this Agreement, hereby acknowledges the importance of affording to small and emerging vendors and contractors the opportunity to provide materials and services to the Project. Therefore, the Company: Page 9 of29

13 (a) (b) shall obtain from the City's Procurement Division the list of certified Jacksonville Small and Emerging Businesses ("JSEB"), which list may be found at the following link: and shall give good faith consideration, in accordance with Municipal Ordinance Code Sections et seq., of entering into contracts with City certified JSEBs to provide materials or services with respect to the development activities of the Project through Completion of Construction. shall submit a one-time JSEB report regarding the Company's actual use of City certified JSEBs on the Project upon Completion of Construction. The form of the report to be used for the purposes of this section is attached hereto as Exhibit B (the "JSEB REPORTING FORM"). Notwithstanding the foregoing, the Company reserves the right to select any and all contractors, vendors and/or suppliers in connection with the Project, based on the Company's and Developer's business needs and applicable qualifications and requirements determined by the Company or Developer in their sole discretion. 7.2 Community Service Commitment. The Company currently supports non-profit organizations in other communities in which it has a presence, and anticipates following that practice in the City. 8.1 Reporting. Article 8. REPORTING On an annual basis, and prior to April 1 each year this Agreement is in effect, the Company shall submit reports to the OED regarding the number of New Jobs at the Project Parcel, the Company's Community Service Activities and all other activities affecting the implementation of this Agreement, including a narrative summary of progress on the Project. Samples of the general forms of these reports are attached hereto as Exhibit C (the "Annual Survey") and Exhibit D (the "Job Report"); however the City reserves the right in its reasonable discretion to request specific data that may vary from the forms attached. The Company's obligation to submit such reports shall continue until the Company has complied with all of the terms of this Agreement concerning the Project, the REV Grant, and associated employment. Within thirty (30) days following the request of the City, the Company shall provide the City with additional information as reasonably requested by the City. Page 10of29

14 9.1 General. Article 9. DEFAULTS AND REMEDIES A default shall consist of the breach of any covenant, agreement, representation, provision, or warranty contained in (i) this Agreement (including, but not limited to, any failure to meet the reporting requirements described herein), (ii) the documents executed in connection with the Agreement and any other agreement between the City and the Company related to the Project, or (iii) any document provided to the City relating to the Project and required to be provided pursuant to this Agreement (collectively, the "Documents"). A default shall also exist if any event occurs or information becomes known which, in the reasonable judgment of the City, makes untrue, incorrect or misleading in any material respect any statement or information contained in any of the documents described in clauses {i) - (iii) above or causes such document to contain an untrue, incorrect or misleading statement of material fact or to omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If any such default or breach occurs under this Agreement, and a specific remedy is not otherwise set forth in this Agreement, the City may refuse to pay any then-due portion of the City Incentives during the period of such default, and additionally, may at any time or from time to time proceed to protect and enforce all rights available to the City under this Agreement by action at law or by any other appropriate proceeding for damages, subject to the limitations described in this Article 9. The City shall not act upon a default until it has given the Company written notice of the default and 30 business days within which to cure the default. However, if any default cannot reasonably be cured within the initial 30 business days, the Company shall have a total of 60 days in which fo cure such default, so long as the Company has commenced and is diligently proceeding to cure such default within the initial 30-day period. Notwithstanding the foregoing, the Company shall immediately and automatically be in default, and the City shall not be required to give the Company any notice or opportunity to cure such default (and thus the City shall immediately be entitled to act upon such default), upon the occurrence of any of the following: (a) (b) The entry of a decree or order by a court having jurisdiction in the premises adjudging the Company or any guarantor ("Guarantor") of the Company's obligations hereunder or under the Documents, a-bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or Guarantor under the United States Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, custodian, assignee, or sequestrator (or other similar official) of the Company or Guarantor or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; and The institution by the Company or Guarantor of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the United States Bankruptcy Code or any other similar applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee or sequestrator (or Page 11 of29

15 other similar official) of the Company or Guarantor or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due. 9.2 Specific Defaults. Additionally, for any of the specific events of default described in this Section 9.2 below, subject to the notice and cure provisions of Section 9.1, the parties agree that the City's damages recoverable from the Company shall include, but not be limited to, the following: (a) in the event reporting requirements are not met in the time period specified in Article 8 and elsewhere in this Agreement, the City will be entitled to withhold the annual installment of the City Incentives for any year during which any reporting requirements are not met; and (b) (c) Beginning December 31, 2019 and continuing until the earlier of May 15 of the Final Year of the REV Grant, or when the maximum amount of the REV Grant shall have been paid to the Company, for each year that an annual average of 1,200 New Jobs are not maintained at the Project Parcel, the following year's installment of the REV Grant will be reduced proportionately. For example, a 10 percent job shortfall in the initial year of the REV Grant would result in a 10 percent reduction in the REV Grant attributed to that tax year and payable on May of the following year; and The CT Grant has a built-in clawback which is described in detail in Section 5.3 hereof. 9.3 Performance Schedule Default. In the event the Company fails to achieve Completion of Construction in accordance with the Performance Schedule set forth in Section 3.1, the City shall not be obligated to pay any portion of the City Incentives to the Company. 9.4 Limitation of Liability for Default. The sole and exclusive remedy for default of the Company under this Agreement shall be the recapture or reduction, as applicable, of the City Incentives. As such, notwithstanding any other provision of this Agreement, the maximum combined liability or repayment amount due by the Company or any Related Company under this Agreement shall not exceed the total amount of the City Incentives actually received by the Company from the City under this Agreement. The City and the Company each expressly waive any right or claim to any punitive, indirect, incidental or consequential damages, whether arising at law, in equity or otherwise. Article 10. ANTI-SPECULATION AND ASSIGNMENT PROVISIONS 10.1 Purpose. The Company represents and agrees that its undertakings pursuant to this Agreement are for the purpose of operating the Project Parcel pursuant to this Agreement, and not for speculation in land holding. The Company further recognizes, in view of the importance of the development of the Project Page 12 of29

16 Parcel to the general health and welfare of the City and that the qualifications, financial strength and identity of the principal shareholders and executive officers of the Company are of particular concern to the City Assignment; Limitation on Conveyance. The Company agrees that, until the latest of (a) substantial completion of the Project, (b) payment in full of the City Incentives it shall not, without the prior written consent of the City, assign, transfer or convey (i) its interest in the Project or any portion thereof, or (ii) this Agreement or any provision hereof, except to a Related Company or pursuant to a sale, merger, or acquisition of all or substantially all of the assets of the Company or a Related Company. The Company is expressly permitted to assign, transfer, or convey (i) its interest in the Project and any portion thereof, and (ii) this Agreement, to any Related Company. Further, any Developer or lessor is expressly permitted to assign, transfer, or convey any of its respective interests in the Project Parcel to the Company, a Related Company, or any third party, without the consent of the City. Any consent of the City required by this Section shall not be unreasonably withheld, conditioned or delayed. If any prohibited assignment, transfer or conveyance is made, the obligation of the City to pay any further amounts under the City Incentives shall immediately terminate. Article 11. GENERAL PROVISIONS 11.1 Non-liability of City Officials. No member, official or employee of the City shall be personally liable to the Company or to any Person with whom the Company shall have entered into any contract, or to any other Person, in the event of any default or breach by the City, or for any amount which may become due to the Company or any other Person under the terms of this Agreement Force Majeure. No party to this Agreement shall be deemed in default hereunder where such a default is based on a delay in performance as a result of war, insurrection, strikes, lockouts, riots, floods, hurricanes, earthquakes, fires, casualty, acts of God, acts of public enemy, epidemic, quarantine restrictions, freight embargo, shortage of labor or materials, interruption of utilities service, lack of transportation, severe weather and other acts or failures beyond the control or without the control of any party; provided, however, that the extension of time granted for any delay caused by any of the foregoing shall not exceed the actual period of such delay, and in no event shall any of the foregoing excuse any financial liability of a party Notices. All notices to be given hereunder shall be in writing and personally delivered or sent by registered or certified mail, return receipt requested, or delivered by an air courier service utilizing return receipts to the parties at the following addresses (or to such other or further addresses as the parties may designate by like notice similarly sent) and such notices shall be deemed given and received for all purposes under this Agreement three (3) business days after the date same are deposited in the Page 13 of29

17 United States mail if sent by registered or certified mail, or the date actually received if sent by personal delivery or air courier service, except that notice of a change in address shall be effective only upon receipt. Notwithstanding the foregoing, all reports required pursuant to Article 8 of this Agreement, compliance reports, audit responses, and other submissions that are not for the purpose of providing notice of default or opportunities to cure under this Agreement, may be delivered via to the addresses below, provided that the recipient acknowledges receipt thereof by unautomated reply. The City acknowledges that the Company must comply with its information security policies in performing its obligations under this Agreement and that to the extent the Company is required to deliver sensitive employment related information in connection with this Agreement, the Company may deliver such information in password protected and encrypted files. (a) the City: Economic Development Officer Office of Economic Development 117 West Duval Street, Suite 275 Jacksonville, Florida With a copy to: City of Jacksonville Office of the General Counsel City Hall-St. James Building 117 West Duval Street, Suite 480 Jacksonville, Florida Page 14 of29

18 (b) The Company: Amazon.com.dedc LLC c/o Amazon.com, Inc. Attention: Real Estate Manager (NA OPS: JAXl) 410 Terry Avenue North Seattle, Washington Telephone: (206) With a copy to: Amazon.com.dedc LLC c/o Amazon.com, Inc. Attention: General Counsel 410 Terry Avenue North Seattle, Washington Telephone: (206) With a copy to: Amazon.com.dedc LLC c/o Amazon.com, Inc. Attention: Director of Economic Development 410 Terry Avenue North Seattle, Washington Telephone: (206) With a copy to: Legal-us-realestate@amazon.com N a-realestate@amazon.com economicdevelopment@amazon.com using the subject line- Re: JAXl And a copy to: Bradley Arant Boult Cummings LLP 1819 Fifth Avenue North Birmingham, AL aleath@babc.com Attn: Alex B. Leath Time is of the essence in the performance by any party of its obligations hereunder. Page 15of29

19 11.5 Entire Aereement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all prior negotiations and agreements between them with respect to all or any of the matters contained herein Amendment. This Agreement may be amended by the parties hereto only upon the execution of a written amendment or modification signed by the parties. Notwithstanding the foregoing, the Economic Development Officer of the OED is authorized on behalf of the City to approve, in his or her sole discretion, any "technical" changes to this Agreement, which are also agreed upon by the Company. Such "technical" changes include without limitation non-material modifications to legal descriptions and surveys, ingress and egress, easements and rights of way, performance schedules (provided that no performance schedule may be extended for more than one year unless required to align the Performance Schedule with any changes to performance schedules set forth in the State Agreement), and design standards, as long as such modifications do not involve any increased financial obligation or liability to the City Waivers. Except as otherwise provided herein, all waivers, amendments or modifications of this Agreement must be in writing and signed by all parties. Any failures or delays by any party in insisting upon strict performance of the provisions hereof or asserting any of its rights and remedies as to any default shall not constitute a waiver of any other default or of any such rights or remedies. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties hereto are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by any other party Insurance. The Company agrees to furnish the OED copies of any insurance policies that the Company carries covering the Project and such policies shall name the City as additional insureds thereunder as their interest may appear. Anything to the contrary notwithstanding, the liability of the Company under this Agreement shall not be terminated, reduced or otherwise limited by any expiration or termination of insurance coverage. Neither approval nor failure to disapprove insurance furnished by the Company shall relieve the Company or its subcontractors from responsibility to provide insurance as required by this Agreement Severability. The invalidity, illegality or unenforceability of any one or more of the prov1s10ns of this Agreement shall not affect any other provisions of this Agreement, but this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Page 16 of29

20 11.10 Compliance with State and Other Laws. In the performance of this Agreement, the Company must comply with any and all applicable federal, state and local laws, rules and regulations, as the same exist and may be amended from time to time. Such laws, rules and regulations include, but are not limited to, Chapter 119, Florida Statutes (the Public Records Act) and Section , Florida Statutes, (the Florida Sunshine Law). If any of the obligations of this Agreement are to be performed by a subcontractor, the provisions of this Section shall be incorporated into and become a part of the subcontract Non-Discrimination Provisions. The Company represents that it has adopted and will maintain throughout the Term of this Agreement a policy of nondiscrimination or harassment against any person with regard to race, color, sex (including pregnancy), sexual orientation, gender identity or expression, religion, political affiliation, national origin, disability, age, marital status, veteran status, or any other impermissible factor in recruitment, hiring, compensation, training, placement, promotion, discipline, demotion, transfers, layoff, recall, termination, working conditions and related terms and conditions of employment Ethics. The Company represents that it has reviewed the provisions of the Jacksonville Ethics Code, as codified in Chapter 602, Ordinance Code, and the provisions of the Jacksonville Purchasing Code, as codified in Chapter 126, Ordinance Code Public Entity Crimes Notice. In conformity with the requirements of Section , Ordinance Code and Section , Florida Statutes, the Parties agree as follows: The parties are aware and understand that a person or affiliate who has been placed on the State of Florida Convicted Vendor List, following a conviction for a public entity crime, may not submit a bid on a contract to provide any goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity, in excess of $35,000.00, for a period of thirty-six (36) months from the date of being placed on the Convicted Vendor List Survival. Any obligations and duties that by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement and remain in effect. Without limiting the foregoing, all obligations for the payment of fees or other sums accruing up to the expiration or termination of this Agreement and all provisions relating to the City's right to conduct an audit in accordance with Section shall survive the expiration or termination of this Agreement for a period of six ( 6) years. Page 17 of29

21 11.15 Incorporation by Reference. All exhibits and other attachments to this Agreement that are referenced in this Agreement are by this reference made a part hereof and are incorporated herein Order of Precedence. In the event of any conflict between or among the provisions of this Agreement and those of any exhibit attached hereto or of any amendment, the priority, in decreasing order of precedence shall be: 1) any fully executed amendment; 2) provisions in this Agreement; and 3) exhibits to this Agreement Counterparts and Electronic Signatures. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. The counterparts of this Agreement and all related documents may be executed by electronic signature by any of the parties and delivered to any other party by facsimile, , or other electronic means and the receiving party may rely on the receipt of such document so executed by electronic signature and delivered by facsimile, , or other electronic means as if the original had been received Independent Contractor. In the performance of this Agreement, the Company will be acting independently and not as an agent, employee, partner, joint venturer or association of the City. The Company and its employees or agents shall be solely responsible for the means, method, technique, sequences and procedures utilized by the Company in the performance of this Agreement Retention of Records/ Audit The Company agrees: (a) (b) To establish and maintain books, records and documents (including electronic storage media) sufficient to reflect: (i) all income and expenditures of funds provided by the City under this Agreement; and (ii) the employment at the Project during the term of this Agreement. To retain all client records, financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to this Agreement for a period of six (6) years after completion of the date of final payment by the City under this Agreement, including auditable records pertaining to jobs filled by third-party employers to the extent that such jobs are included in the determination of New Jobs. If an audit has been initiated and audit findings have not been resolved at the end of six (6) years, the records shall be retained until resolution of the audit findings or any litigation which may be based on the terms of this Agreement, at no additional cost to the City. ( c) Upon reasonable demand, to provide such documentation to the City and facilitate the transfer of any records or documents during the required retention period. All records required to be produced by Company pursuant to this Agreement may be produced in electronic form, and in such instances shall be at no cost to the City. If the City requests hard copies of any documents required to be provided by Company pursuant to this Page 18of29