EX-10.1 2 tsla-ex101_265.htm EX-10.1 tsla-ex101_265.htm

 

Exhibit 10.1

Confidential Treatment Requested by Tesla Motors, Inc.

 

INCENTIVE AGREEMENT

A Contract between the State of Nevada

Acting by and Through the

NEVADA GOVERNOR’S OFFICE OF ECONOMIC DEVELOPMENT

555 E. Washington Avenue, Suite 5400

Las Vegas, NV 89101

Authorized Representative: Steven Hill

And

TESLA MOTORS, INC.

3500 Deer Creek Road

Palo Alto, CA 94304

Authorized Representative: Deepak Ahuja

THIS INCENTIVE AGREEMENT (“Agreement”), effective October 17, 2014, setting forth contractual terms and requirements for tax abatements and incentives approved by the Nevada Governor’s Office of Economic Development (the “Office”) on November 20, 2014, is entered into by and between the Office, a political subdivision of the State of Nevada, acting pursuant to authority granted by Senate Bill No. 1 of the 28th (2014) Special Session of the Nevada Legislature (“SB No. 1”), Assembly Bill No. 1 of the 28th (2014) Special Session of the Nevada Legislature (“AB No. 1”) and Nevada Revised Statutes (“NRS”) Chapters 231 and 360, and Tesla Motors, Inc., a Delaware corporation duly licensed to do business in Nevada (the “State”) and designated as lead participant pursuant to the Application submitted to the Office on October 17, 2014 (the “Lead Participant”) (each a “Party” and collectively the “Parties”), for its facility located at Electric Avenue, Sparks, Nevada, within Storey County, Nevada.

ARTICLE 1.

DEFINITIONS

As used throughout this Agreement, the following definitions shall apply:

(a)

Application

Means the application submitted to the Office by the Lead Participant on October 17, 2014, pursuant to SB No. 1 and AB No. 1, requesting abatement of Property Taxes, Employer Excise Taxes and

 

 

EXECUTION VERSION

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has

been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

Local Sales and Use Taxes, as well as certificates of eligibility for the Economic Development Rate Rider and two types of transferable tax credits. A copy of which is attached hereto as Exhibit A and incorporated herein.

(b)

Capital Investment

Means all costs and expenses incurred by the Participants in the Project in connection with the acquisition, construction, installation and equipping of the Project.

(c)

Certificate of Eligibility for Tax Abatements

Means the certificates granted by the Office which were approved at a meeting of the Board of the Office on November 20, 2014, which certify eligibility for the abatement of Property Taxes, Employer Excise Taxes and Local Sales and Use taxes. The Certificates of Eligibility for Tax Abatements are attached hereto as Exhibits B through E and incorporated herein.

(d)

Certificate of Eligibility for an Economic Development Rate Rider

Means the certificate granted by the Office which was approved at a meeting of the Board of the Office on November 20, 2014 which certifies eligibility for electric capacity allocation. The Certificate of Eligibility for an Economic Development Rate Rider is attached hereto as Exhibit F and incorporated herein.

(e)

Certificates of Eligibility for Transferable Tax Credits

Means the certificates granted by the Office which were approved at a meeting of the Board of the Office on November 20, 2014 which identify the amount of the available tax credits. The Certificates of Eligibility for Transferable Tax Credits are attached hereto as Exhibit G and incorporated herein.

(f)

Certificate of Transferable Tax Credits

Means a certificate of transferable tax credits issued to the Lead Participant by the Office following an SB No. 1 Audit, as described in section 13 of SB No. 1 and ARTICLE 4 herein, in an amount approved by the Office pursuant to Section 3.07 herein, and based on the SB No. 1 Audit. These credits may be applied to: (1) the excise tax on banks and payroll taxes imposed by chapters 363A and 363B of NRS, (2) the gaming license fees imposed by the provisions of NRS 463.370, (3) the general tax on insurance premiums imposed by chapter 680B of NRS, or (4) any combination of such taxes and fees.

(g)

Continuous Business Operations

Means the Lead Participant’s duty to continuously engage in the activities set forth in its Application except as excused under the Force Majeure provisions of section 6.07 of this Agreement, or by waiver approved by the Executive Director of the Office. Temporary shut-downs for retooling, refurbishment, change-over, or similar stoppages in the ordinary course of business will not be considered interruptions in the Lead Participant’s business operations.


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been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

(h)

Construction Period

Means the period of time starting on October 17, 2014 and ending on the earlier of (i) the Participants collectively making the Minimum Capital Investment and the Executive Director of the Office certifying the substantial completion of the construction of the Project, or (ii) June 30, 2024.

(i)

Eligible Personal Property

Means all tangible personal property delivered, stored, used or otherwise consumed at the Project Site by any Participant.

(j)

Eligible Real Property

Means all real property located within the Project Site.

(k)

Employer Excise Taxes

Means the taxes imposed on the wages paid by an employer pursuant to chapter 363A or 363B of NRS.

(l)

Local Sales and Use Taxes

Means only the taxes imposed pursuant to chapters 374 and 377 of NRS on the gross receipts of any retailer from the sale or use of Eligible Personal Property, specifically, the Local School Support Tax (NRS 374), Basic City-County Relief Tax (NRS 377) and Supplemental City-County Relief Tax (NRS 377), currently a total tax of 4.85%, as they are amended from time to time. The term does not include the taxes imposed by the Sales and Use Tax Act (NRS 372) or the option taxes in NRS 377A and 377B.

(m)

Minimum Capital Investment

Means Capital Investment of at least Three Billion Five Hundred Million Dollars ($3,500,000,000).

(n)

Nevada Resident

Means an employee for whom the employer maintains the following: (i) a copy of the current and valid State driver’s license of the employee or a current and valid identification card for the employee issued by the Nevada Department of Motor Vehicles, (ii) if the employee is a registered owner of one or more motor vehicles in Nevada, a copy of the current motor vehicle registration of at least one of those vehicles, (iii) proof that the employee is employed full-time and scheduled to work for an average minimum of 30 hours per week, and (iv) proof that the employee is offered coverage under a plan of health insurance provided by his or her employer either directly by the employer or through a third-party plan paid for, at least in part, by the employer (for example, health insurance provided through employer paid contributions to a fund that provides employee health insurance). Whether an employee is a Nevada Resident shall be determined, for purposes of a SB No. 1 Audit, on the last day of the period covered by such audit.

(o)

Participant

Means a business that operates within the geographic boundaries of the Project Site and that contributes to or participates in the Project and has been formally designated as a Participant by the Lead Participant using the form attached hereto as Exhibit H and incorporated herein, and approved as a Participant by the Executive Director of the Office pursuant to the order approved by the Board of the Office on November 20, 2014 (the “Order”).


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Confidential Treatment Requested by Tesla Motors, Inc.

 

 

(p)

Project

Means improvements to and operations within the geographic boundaries of the Project Site, undertaken by the Participants engaged in the common purpose or business endeavor outlined in the Application.

(q)

Project Site

That certain site located in Storey County, Nevada, as further described on Exhibit I.

(r)

Property Taxes

Means any taxes levied by the State or Storey County, or any local government, pursuant to the provisions of chapter 361 of NRS.

(s)

Qualified Employee

Means an individual (i) employed by a Participant at the Project Site, (ii) employed full-time and scheduled to work for an average minimum of 30 hours per week, (iii) employed for at least three (3) consecutive months on the last day of the period covered by a SB No. 1 Audit, and (iv) offered coverage under a plan of health insurance provided by his or her employer, either directly by the employer or through a third-party paid for, at least in part, by the employer (for example, health insurance provided through employer paid contributions to a fund that provides employee health insurance), and approved by the Office. An individual engaged solely in the construction of the Project shall not be deemed a Qualified Employee.

ARTICLE 2.

RECITALS

The Lead Participant together with all other Participants collectively intend to make the Minimum Capital Investment and fulfill the other requirements of Section 3.08 herein;

The Lead Participant submitted the Application which contains information the Lead Participant represents to be true, and which satisfies the requirements of SB No. 1 and other applicable statutory requirements for qualification for and grant of tax abatements and incentives pursuant to SB No. 1, AB No. 1 and Chapters 231, 360, 361, 363A, 363B, 372, 374 and 377 of the NRS;

Based upon the Lead Participant’s satisfaction of the applicable statutory requirements and its representations, the Office approved, effective October 17, 2014, the Project’s eligibility for tax abatements and incentives in the amount and to the extent set forth in the Order, which is attached hereto as Exhibit J and incorporated herein;

NOW, THEREFORE, in consideration of this information, the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby mutually agree as follows:


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Confidential Treatment Requested by Tesla Motors, Inc.

 

 

ARTICLE 3.

INCENTIVE AGREEMENT SUMMARY OF TERMS

Section 3.01 Introduction

The terms of SB No. 1, AB No. 1, the Order and this Agreement, set forth the requirements for the tax abatements and incentives approved by the Board of the Office on November 20, 2014. Where the terms of the Application contradict this Agreement, the terms of this Agreement shall govern. A summary of tax abatements and incentives approved by the Board of the Office on November 20, 2014, and an estimate of the economic impacts and tax revenues presented to the Board of the Office are attached hereto as Exhibit K and incorporated herein. A copy of the Exemption Letter issued by the Nevada Department of Taxation (“the Department”) on December 17, 2014, is attached hereto as Exhibit L and incorporated herein (“the Local Sales and Use Tax Exemption Letter”). The Lead Participant understands and agrees that its continuing eligibility for the tax abatements and incentives granted herein is expressly conditioned upon the Lead Participant’s ongoing compliance with the terms of SB No. 1, AB No. 1, the Order, and this Agreement.

Section 3.02 Abatement of Local Sales & Use Tax (NRS CHAPTER 374)

Pursuant to NRS Chapter 374, the Office has granted the Participants an abatement of all Local Sales and Use Tax (as defined in Section 1(l) herein) for a period of time beginning on October 17, 2014 and ending on June 30, 2034, as set forth in the Local Sales and Use Tax Exemption Letter. All other sales and use taxes are not abated. See Exhibit B.

Section 3.03 Abatement of Modified Business Tax (NRS CHAPTER 363B)

Pursuant to NRS Chapter 363B, the Office has granted the Participants an abatement of all the Employer Excise Taxes imposed on the wages of employees hired by the Participants for a period of time beginning on October 17, 2014 and ending on June 30, 2024. See Exhibit C.

Section 3.04 Abatement of Personal Property Tax (NRS CHAPTER 361)

Pursuant to NRS Chapter 361, the Office has granted the Participants an abatement of all the Property Taxes imposed on Eligible Personal Property pursuant to NRS Chapter 361. This abatement shall be for a period of time beginning on October 17, 2014 and ending on June 30, 2024. See Exhibit D.

Section 3.05 Abatement of Real Property Tax (NRS CHAPTER 361)

Pursuant to NRS Chapter 361, the Office has granted the Participants an abatement of all the Property Taxes imposed against Eligible Real Property pursuant to NRS Chapter 361. This abatement shall be for a period of time beginning on October 17, 2014 and ending on June 30, 2024. See Exhibit E.

Section 3.06 Economic Development Rate Rider (NRS CHAPTER 704)

Pursuant to NRS Chapter 704, the Office, in consultation with the Public Utilities Commission of Nevada, has granted the Lead Participant a Certificate of Eligibility for an Economic Development Rate Rider for discounts to be applied for eight years on rates for up to 25 megawatts of power used by the Lead Participant within the Project Site pursuant to a contract with a term of ten (10) years. See Exhibit F. Pursuant to AB No. 1, NRS Chapters 231 and 704, and the attendant regulations for the Economic


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Confidential Treatment Requested by Tesla Motors, Inc.

 

Development Rate Rider Program, the Lead Participant shall be eligible for a discount to the base tariff energy rate portion of its electric power bill equal to: (i) thirty percent (30%) in the first and second years of the contract, (ii) twenty percent (20%) in the third, fourth, fifth and sixth years of the contract, and (iii) ten percent (10%) in the seventh and eighth years of the contract.

Section 3.07 CHAPTER 360 – Transferable Tax Credits for Economic Development

(a) Pursuant to NRS Chapter 360, the Office has granted the Lead Participant Certificates of Eligibility for Transferable Tax Credits for up to One Hundred Ninety Five Million Dollars ($195,000,000) in transferable tax credits over a period of seven consecutive State fiscal years beginning July 1, 2015 and ending June 30, 2022. For each of those seven State fiscal years, the cumulative amount of transferable tax credits issued to the Lead Participant in Certificates of Transferable Tax Credits shall not exceed the amounts in the following schedule:

 

Year(s)

Amount

2015-2016

Forty Five Million Dollars ($45,000,000)

2015-2017

Ninety Million Dollars ($90,000,000)

2015-2018

One Hundred Thirty Five Million Dollars ($135,000,000)

2015-2019

One Hundred Eighty Million Dollars ($180,000,000)

2015-2020

One Hundred Ninety Five Million Dollars ($195,000,000)

2015-2021

One Hundred Ninety Five Million Dollars ($195,000,000)

2015-2022

One Hundred Ninety Five Million Dollars ($195,000,000)

Any credits earned in a fiscal year prior to June 30, 2022, but not issued because issuance would cause the cumulative amount of Certificates of Transferable Tax Credits issued to exceed the maximum amounts allowed in the schedule above may be carried forward for issuance to the Lead Participant in subsequent fiscal years ending on or before June 30, 2022. Each Certificate of Transferable Tax Credits issued to the Lead Participant pursuant to NRS Chapter 360 and ARTICLE 4 herein may be transferred only once, and shall expire four (4) years after the date on which the Certificate of Transferable Tax Credits is issued to the Lead Participant. Should the total amount of Certificates of Transferable Tax Credits issued to the Lead Participant amount to less than One Hundred Ninety Five Million Dollars ($195,000,000) after the Office’s issuance of a Certificate of Transferable Tax Credits related to the Lead Participant’s SB No. 1 Audit for the period ending June 30, 2022, such remainder shall not be available to the Lead Participant, and will be considered forever forgone.

(b) Pursuant to NRS Chapter 360, the Lead Participant was approved for Certificates of Eligibility for Transferable Tax Credits at a meeting of the Board of the Office on November 20, 2014. See Exhibit G.

(c) Each Certificate of Transferable Tax Credits issued pursuant to subsection (a) above shall be in a total amount equal to: (i) Twelve Thousand Five Hundred Dollars ($12,500) for each new Qualified Employee, up to a maximum of 6,000 Qualified Employees, (ii) five percent (5%) of the first One Billion Dollars ($1,000,000,000) of new Capital Investment in the State made collectively by the Participants in the Project, and (iii) two and eight tenths percent (2.8%) of the next Two Billion Five Hundred Million Dollars ($2,500,000,000) of new Capital Investment in the State made collectively by the Participants in the Project, all subject to the annual State fiscal year maximum amount described in subsection (a) above. For purposes of this subsection (c), “new” shall mean the amount resulting from subtracting the Qualified Employees or Capital Investment at the end of the period covered by the most


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recent SB No. 1 Audit certified by the Office from the Qualified Employees or Capital Investment, as applicable, at the end of the period covered by the current SB No. 1 Audit. The wages of the Qualified Employees of the Project for federal income tax purposes reported or required to be reported on Form W-2 must amount to a cumulative weighted average rate of at least Twenty Two Dollars ($22) per hour. Whether the requirement is met shall be measured on the basis of a cumulative weighted average ascertained by dividing the total wages paid by the number of hours worked in each period covered by each then-existing SB No. 1 Audit.

Section 3.08 Continuing Requirements Applicable to Lead Participant

The Lead Participant understands and agrees that its continuing eligibility for the tax abatements and incentives granted herein is expressly conditioned upon its compliance with the following requirements:

(a)

Capital Investment Requirement

Provide documentation satisfactory to the Office that the Participants in the Project collectively will make the Minimum Capital Investment in the State during the Construction Period.

(b)

Common Purpose

Provide documentation satisfactory to the Office that the Participants in the Project are engaged, and will continue to be engaged, in the common purpose or business endeavor set forth in the Application.

(c)

Place of Business

Provide documentation satisfactory to the Office that the place of business of each Participant for this Project is and continues to be located within the geographic boundaries of the Project Site.

(d)

Registration

Provide documentation satisfactory to the Office that each Participant in the Project is licensed to do business in the State and holds all other licenses or permits required by the State or Storey County to conduct the endeavor set forth in the Application at the Project Site.

(e)

Construction Employer Health Insurance

Provide documentation satisfactory to the Office that each employer engaged in the construction of the Project offers coverage under a plan of health insurance and that each employee engaged in the construction of the Project is offered coverage under the plan of health insurance provided directly by his or her employer or through a third-party paid for, at least in part, by the employer (for example, health insurance provided through employer paid contributions to a fund that provides employee health insurance).

(f)

Operations Health Insurance

Provide documentation satisfactory to the Office that the Lead Participant and each Participant in the Project offers coverage under a plan of health insurance and that each employee is offered coverage under a plan of health insurance provided directly by his or her employer or through a third-party paid for, at least in part, by the employer (for example, health insurance provided through employer paid contributions to a fund that provides employee health insurance).


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(g)

Nevada Residency Requirement

Provide documentation satisfactory to the Office that at least fifty percent (50%) of the employees engaged in construction of the Project and fifty percent (50%) of the Qualified Employees engaged at the Project are Nevada Residents, unless such requirement is waived by the Executive Director of the Office upon proof satisfactory to the Executive Director of the Office that there is an insufficient number of Nevada Residents available and qualified for such employment. Whether the requirements of this subsection (g) (the “Nevada Residency Requirement”) are met shall be measured by identifying whether each individual employee meets the standards for a Nevada Resident, and comparing the total number of Nevada Resident employees to the total number of all employees, on a cumulative basis. Once an employee has been determined to be a Nevada Resident by an SB No. Audit then that status need not be reevaluated by the auditor in subsequent SB No. 1 Audits as long as at least sixty percent (60%) of the employees were determined to be Nevada Residents in the most recent SB No. 1 Audit certified by the Office.

(h)

Continued Operations Requirement

The Lead Participant will maintain Continuous Business Operations in the State until at least June 30, 2024, and will comply with the Nevada Residency Requirement throughout the remaining term of this Agreement in any operations at the Project Site continuing from July 1, 2024 through June 30, 2034.

(i)

Continued License and Registration Requirement

The Participant agrees to maintain, until at least June 30, 2024, all licenses and permits described in Section 3.08(d). Failure to maintain the licenses and meet the licensure requirements may be considered a breach of this Agreement.

ARTICLE 4.

COMPLIANCE AUDIT

(a) Pursuant to NRS Chapter 360, beginning with the State fiscal year ending June 30, 2015 and ending with the State fiscal year ending June 30, 2034, the Lead Participant agrees to provide the Office and the Department with a full compliance audit (“SB No. 1 Audit”) of the Participants in the Project for each such State fiscal year, or shorter period approved by the Office, during this period, within sixty (60) days of the end of the State fiscal year, or shorter period approved by the Office. This SB No. 1 Audit shall: (i) show the amount of Capital Investment in the State by each Participant in the Project, which will be further categorized by depreciable-life, in the manner shown in Exhibit M, (ii) for each State fiscal year which begins during the Construction Period, show the number of employees engaged in the construction of the Project, and show the total number of construction employees and the percentage of construction employees who are Nevada Residents, in the manner shown in Exhibit N, (iii) show the number of Qualified Employees at the Project for each Participant, the average wage paid to Qualified Employees throughout the period, and show the total number of Qualified Employees and the percentage of Qualified Employees who are Nevada Residents, in the manner shown in Exhibit O, (iv) be certified by an independent certified public accountant licensed in the State who is approved by the Office and the Department and (v) give the auditor’s evaluation of the compliance of the Participants with the record


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keeping requirements of SB No. 1. The auditor may rely upon monthly audits provided to Storey County if the audits are conducted by an independent certified public accountant licensed in the State who is approved by the Office and the Department, to the extent that the Storey County audits provide information required in an SB No. 1 Audit, and provided that the Storey County audits are provided in a form agreed to by GOED and the Department. The Lead Participant further agrees to pay the cost of each SB No. 1 Audit required by this Section 4(a), and of compliance with any audit-related requirements.

(b) Within Fourteen (14) business days after receipt of a SB No. 1 Audit provided by the Lead Participant pursuant to subsection (a), and any other information required by the Office and the Department, the Office, in consultation with the Department, shall determine whether to certify the SB No. 1 Audit and make a determination of whether a Certificate of Transferable Tax Credits will be issued. If the Office and the Department determine within the fourteen (14) business days that the SB No. 1 Audit is incomplete then the Office shall notify the Lead Participant of such determination within that time period and the Lead Participant shall have Sixty (60) days to resubmit the SB No. 1 Audit with such additional information as is reasonably necessary to make it complete. Upon such resubmission the Office and the Department shall have an additional Fourteen (14) business days to determine whether to certify the SB No. 1 Audit and make a determination of whether a Certificate of Transferable Tax Credits will be issued. If the Office and the Department certify the SB No. 1 Audit and determine that all other requirements for the transferable tax credits have been met, either upon the initial submission or any subsequent resubmission, the Office shall notify the Lead Participant that the Certificate of Transferable Tax Credits will be issued in an amount calculated pursuant to Section 3.07(c) herein. Within Thirty (30) days after the receipt of the notice, the Lead Participant shall make an irrevocable declaration of the amount of transferable tax credits that will be applied to each fee or tax set forth in the definition of Certificate of Transferable Tax Credits, thereby accounting for all of the credits which will be issued. Upon receipt of the declaration, the Office shall issue to the Lead Participant a Certificate of Transferable Tax Credits in the amount approved by the Office for the fees or taxes included in the declaration.

(c) In the event that the Office, in consultation with the Department, or the Lead Participant determines that changes are needed to the SB No. 1 Audit structure, the Office, the Department and the Lead Participant will meet promptly and utilize best efforts to resolve all audit issues promptly. The Office, in consultation with the Department, will make a timely determination annually regarding whether the accounting firm selected to perform the SB No. 1 Audit has carried out its duties in accordance with the generally accepted auditing standards promulgated by the Auditing Standards Board of the American Institute of Public Accountants. In the event that the Office determines that the firm has failed to perform to such standards, the Lead Participant will work with the Office to select an alternate audit firm in a timely fashion.

(d) In the event that the Office, in consultation with the Department, determines that information, over and above what is required by the SB No. 1 Audit to fulfill the obligations of SB1 and this Agreement, should be collected and reported, the Lead Participant agrees to meet with the Office and the Department, to determine the scope of this additional information and the process through which such additional information shall be collected and reported by the Lead Participant to the Office and the Department. Such meeting must occur within thirty (30) days of the Lead Participant’s receipt of a written request by the Office or the Department for such a meeting, and Lead Participant shall provide this additional information to the Office and the Department in a timely fashion.


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(e) The audit workpapers and supporting documentation for the information audited in subsection (a) herein shall be available for confidential review by the Office and the Department. Such workpapers and documentation shall (i) constitute records and files of the Department which are confidential pursuant to NRS 360.255 and (ii) constitute documents which are subject to the confidentiality protections afforded to the Office consistent with section 6.14 of this Agreement.

ARTICLE 5.

RECAPTURE PROVISIONS

Section 5.01 Recapture of Abated Tax or Granted Incentives

(a) Recapture of Abated Taxes: In the event that the Office, in consultation with the Department, makes a determination that the Participants have: (i) failed to make the Minimum Capital Investment required in Section 3.08(a) herein, (ii) failed to either meet the Nevada Residency Requirement in Section 3.08(g) or obtain a waiver from the Executive Director of the Office excusing their failure to meet this requirement, or (iii) failed to meet the Continued Operations Requirement in Section 3.08(h), the Lead Participant shall repay all abatements described in Sections 3.01 through 3.05, inclusive, of this Agreement, with interest, in the amount determined by the Office. The Lead Participant will make repayment of such abatement granted under NRS Chapter 360 to the Department, and will make repayment of such abatements under NRS Chapter 361 to the treasurer of Storey County, and the Department and Storey County shall collect the amounts of such abatements under the procedures set forth in Title 32 of NRS.

(b) Recapture of Transferable Tax Credits: In the event that the Office, in consultation with the Department, makes a determination that: (i) the Participants have failed to make the Minimum Capital Investment required in Section 3.08(a) herein, (ii) the Participants have failed to either meet the Nevada Residency Requirement in Section 3.08(g) or obtain a waiver from the Executive Director of the Office excusing their failure to meet this requirement, (iii) the Lead Participant has submitted any false statement, representation or certification in any document submitted for the purpose of obtaining transferable tax credits, or (iv) the Lead Participant otherwise became ineligible for transferable tax credits after receiving them, then the Lead Participant shall repay to the Department or the State Gaming Control Board, as applicable, any portion of the transferable tax credits to which the Lead Participant was not entitled, in the amount(s) determined by the Office in consultation with the Department. The Department and the Gaming Control Board shall collect the amounts of such transferable tax credits under the procedures set forth in Titles 32 and 41, respectively.

(c) The Lead Participant’s duty to repay under paragraphs (a) and (b) of this section shall not begin until:

(i) The Office, following consultation with the Department, serves upon the Lead Participant a Notice of Default and Opportunity to Cure, giving the Lead Participant the right, but not the obligation, to cure any default within thirty (30) days of issuance of the notice;

(ii) The Lead Participant fails to cure the default within thirty (30) days of issuance of the notice; and,


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Confidential Treatment Requested by Tesla Motors, Inc.

 

 

(iii) The Office, following consultation with the Department, issues a written determination that the Lead Participant has failed to cure the default which is the subject of the notice, and specifying the amount of tax abatements and transferable tax credits to be repaid.

(d) The Lead Participant shall make any repayments required under this Section 5.01 within sixty (60) days of the issuance of a written determination by the Office under paragraph (c) above.

(e) Any provisions of the NRS notwithstanding, the Statute of Limitations for collecting amounts owed under this section shall be tolled until July 1, 2027.

(f) Determinations of the Office under paragraph (c)(iii) of this section may be subject to appeal to the Nevada Tax Commission under the procedures set forth in NRS Title 32, or to the Gaming Control Board under the procedures set forth in NRS Title 41.

Section 5.02 Interest

Except as otherwise provided in NRS 360.232 and 360.320, the Lead Participant shall, in addition to the amount of the abatement or incentive required to be repaid pursuant to this Article 5, pay interest on the amount due in accordance with NRS 99.040 for each month, or portion thereof, from the last day of the month following the period for which the payment would have been made had the abatement or incentive not been approved, until the date of payment.

ARTICLE 6.

MISCELLANEOUS TERMS

Section 6.01 Voluntary Agreement

The Lead Participant and the Office have agreed to voluntarily execute this Agreement, with full knowledge of its legal significance, and with the express intention of implementing the legal consequences provided for herein.

Section 6.02 Notices

Any notice provided under this Agreement shall be made to the Parties as follows:

To the Office:

Governor’s Office of Economic Development

555 East Washington Boulevard

Suite 5400

Las Vegas, NV 89101

Attention: Executive Director

To the Department of Taxation:

Nevada Department of Taxation

1550 College Parkway

Carson City, NV 89706

Attention: Kathleen Douglas


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Confidential Treatment Requested by Tesla Motors, Inc.

 

 

To Tesla:

Tesla Motors, Inc.

3500 Deer Creek Road

Palo Alto, CA 94304

Attention: Deepak Ahuja

Section 6.03 Entire Agreement

This Agreement incorporates all of the negotiations of the Lead Participant and the Office and is the final expression and agreement of the Parties, and shall supersede any and all prior agreements, commitments, and oral or written representations by and between the Office and the Lead Participant.

Section 6.04 Amendments or Modifications

This Agreement may not be amended, waived, or modified in any manner without the written consent of the Lead Participant and the Office.

Section 6.05 Partial Invalidity

Should any provision of this Agreement be deemed invalid, illegal, or unenforceable by a court of law, administrative agency, board, or commission of an administrative agency, such provision shall be severable from the remainder of this Agreement and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 6.06 Choice of Law

This Agreement is a valid enforceable agreement and shall be enforced according to its written terms under the laws of the State. The Lead Participant and the Office agree to be bound by this Agreement, and any questions of interpretation, or any actions arising based on the validity, enforcement, or interpretation of this Agreement shall be governed by the law of the State. Venue for any legal action concerning this Agreement shall lie exclusively in the First Judicial District Court, Carson City, Nevada. Both Parties consent to jurisdiction and venue in the State.

Section 6.07 Force Majeure

Neither Party shall be deemed to be in violation of this Agreement if it is prevented from performing any of its obligations hereunder due to strikes, failure of public transportation, civil or military authority, act of public enemy, accidents, fires, explosions, or acts of God, including, without limitation, earthquakes, floods, winds, or storms. In such an event the intervening cause must not be through the fault of the Party asserting such an excuse, and the excused Party is obligated to promptly perform in accordance with the terms of this Agreement after the intervening cause ceases.

Section 6.08 Authorization to Sign

The Office and the Lead Participant each represent and warrant, through their signatories, that such signatory is duly authorized to execute this Agreement and that it is binding in accordance with its terms on the Party represented by the signatory.


Page 12 of 15

EXECUTION VERSION

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has

been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

Section 6.09 Counterparts

This Agreement may be executed in any number of counterparts; each of which when executed and delivered shall be an original, but all such counterparts shall constitute one and the same Agreement. Any signature page of this Agreement may be detached from any counterpart without impairing the legal effect of any signatures thereon, and may be attached to another counterpart, identical in form thereto, but having attached to it one or more additional signature pages. Facsimile, electronic signatures or signatures on a PDF via electronic mail shall be effective as originals. This Agreement shall be effective by and between the Office and the Lead Participant.

Section 6.10 Costs and Attorney Fees

Each Party shall bear its own costs and fees related to the matters set forth herein as incurred prior to the full execution of this Agreement. In the event that the Lead Participant is deemed to have breached this Agreement or failed to comply with any of its requirements, each Party agrees to bear its own costs and fees related to such breach of this Agreement, or revocation of the abatements and incentives implemented under this Agreement.

Section 6.11 Paragraph and Section Headings

Paragraph and section headings within this Agreement are of no legal force and effect, but are provided solely for convenience.

Section 6.12 Language of Agreement

The Parties agree that the Lead Participant and the Office have reviewed this Agreement, and the Agreement and any potential ambiguity shall be construed neutrally.

Section 6.13 Successors in Interest

The Lead Participant has represented that it possesses the necessary skill, expertise and ability to carry out the development of the Project pursuant to SB No. 1, the Order and this Agreement. The qualifications, experience, financial capability and expertise of the Lead Participant are of particular concern to the Office. It is because of these qualifications that the Office has entered into this Agreement. No voluntary or involuntary assignee or successor in interest to the Lead Participant shall acquire any rights or powers under this Agreement without the written consent of the Office, which shall not be unreasonably withheld. No assignee or successor in interest shall be approved by the Office unless such assignee or successor in interest is bound by the terms of this Agreement.


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EXECUTION VERSION

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has

been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

Section 6.14 Confidentiality

The Lead Participant may request confidential treatment for materials provided to the Office. The Office will evaluate such requests for confidential treatment in accordance with applicable State laws and any protections subsequently authorized under State law. The Lead Participant must mark and identify any information that is the subject of a request for confidential treatment and must include with its request an explanation of why the marked materials are entitled to confidential treatment.

Section 6.15 Indemnification

The Lead Participant shall indemnify and hold harmless, to the extent that it may legally do so, the State, and its agents, servants, employees, officers and elected officials against any loss from any and every claim or demand of every kind and character for asserted claims of negligence, gross negligence, wantonness, willful misconduct or breach of any obligations and warranties hereunder committed by Lead Participant in connection with the performance of the Project or arising from the implementation of this Agreement. This indemnification and hold harmless covenant covers and includes all claims and legal defenses, present or future, which can or ever may be asserted by any person or persons, or their heirs, successors or assigns, or any other legally recognized entity, as a result of personal injuries, death, property damage, or other legal damages in connection with the performance of the Project or arising from the implementation of this Agreement.

Section 6.16 Termination of the Agreement

This Agreement shall terminate on June 30, 2034, unless terminated earlier by written agreement of the Parties.

SIGNATURE PAGE FOLLOWS


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EXECUTION VERSION

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been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date first written above.

LEAD PARTICIPANT:

TESLA MOTORS, INC., a Delaware

corporation licensed in the State

 

 

 

 

By:

/s/ Deepak Ahuja

 

Deepak Ahuja, Chief Financial Officer

THE OFFICE:

STATE OF NEVADA, acting by and through

the NEVADA GOVERNOR’S OFFICE OF

ECONOMIC DEVELOPMENT

 

 

 

 

By:

/s/ Steven D. Hill

 

Steven D. Hill, Executive Director

 

Page 15 of 15

EXECUTION VERSION

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been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

EXHIBIT A

GOVERNOR’S OFFICE OF ECONOMIC DEVELOPMENT

INCENTIVE AGREEMENT

APPLICATION OF TESLA FOR INCENTIVES

 

EXECUTION VERSION

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has

been requested with respect to the omitted portions.


 

 Confidential Treatment Requested by Tesla Motors, Inc.

 

 

 

GOED OFFICE USE ONLY

 

MMQ        X

NQ

Application Checklist pursuant to S.B. No. 1 (2014 Special Session)

 

DATE RECEIVED:

10/17/2014

Lead Participant’s Name:

Tesla Motors, Inc.

 

INITIALS

BJM

 

 

 

 

 

 

 

 

For All Participants

 

x

Participant letter requesting incentives (can be combined in one letter). In the letter, please discuss the following:

 

 

 

 

 

•The names of Lead Participant and other Participants in the Nevada facility.

 

 

 

 

 

•The abatements and incentives being requested by the Lead Participant.

 

 

 

 

 

•The significance of the abatements and incentives to the decision to locate or expand in Nevada.

 

 

 

 

 

•How the project will promote the economic development of the State and aid the implementation of the State Plan for Economic Development including topics such as: diversification from mining and gaming/hospitality, advancement of State targeted sectors, including manufacturing, expansion of global engagement, and innovation in core and emerging industries.

 

 

 

 

 

•Where the major markets are for the product to be distributed from the Nevada facility.

 

 

 

 

 

•Job growth plans for the Participants and whether hiring will be from within the state.

 

 

 

 

 

•Other topics including the Lead Participant’s business history and plans for (i) community involvement, (ii) education and workforce development, (iii) environmental policy and (iv) possible future expansions in the State.

 

 

 

 

x

A list of Participants in the Qualified project (Att: “A”).

 

 

 

 

x

A detailed description (e.g., company deck or brochure) of the business endeavor for the Nevada facility (Att: “B”).

 

 

 

 

x

A detailed description (e.g., surveyor drawing and legal description) of the Nevada facility location (Att: “C”).

 

 

 

 

x

Operations Employment Schedule (Att: “D”):

 

 

 

 

 

•Number of full-time employees, by position, the Participants’ intend to create.

 

 

 

 

 

•Average annual wage and weekly working hours for each job position.

 

 

 

 

 

•Projected number of employees based on a 1-year, 3-year, 5-year, 8-year and 10-year hiring plan.

 

 

 

 

x

Operations Employee health insurance and benefits package/plan (Submittal).

 

 

 

 

x

Construction Employment Schedule (Att: “E”).

 

 

 

 

x

Construction Employee health insurance and benefits package/plan (Submittal).

 

 

 

 

x

Capital Investment form (Att: “F”):

 

 

 

 

 

•Estimated list of the real property investment the Participants’ intend to make.

 

 

 

 

 

•Estimated list of the equipment the Participants’ intend to purchase.

 

 

 

 

x

A copy of each Participants State of Nevada business license or application. (Att. “G”)

 

 

 

 

x

If available, letters of support from the local government (e.g., city, county, school district). (Att. “H”)

 

 

 

 

x

A recommendation letter from the local Regional Development Authority (RDA). (Att. “I”)

 

 

 

 

x

Regional Development Authority: Economic Development Authority of Western Nevada                        

 

 

 

 

 

RDA Contact Name:    Mike Kazmierski                                                                                                                    

 

 

 

The purpose of this application is to establish program eligibility and estimate incentive amounts based on the details provided. Incentives awarded are subject to the requirements of Nevada Law. If eligible, actual incentive amounts will be based on completion of an application, final approval at scheduled GOED Board meetings, and ongoing compliance with the program’s contractual terms. All information submitted as part of this application is a public record, subject however, to those portions, upon request, the Executive Director determines to be a trade secret or other confidential proprietary information of the business pursuant to NRS [cite pending].

 

Please e-mail application packet to swillis@diversifynevada.com and cc: bmamer@diversifynevada.com

Nevada Governor’s Office of Economic Development

555 E. Washington Ave., Ste 5400 • Las Vegas, Nevada 89101 • 702.486.2700 • (Fax) 702.486.2701 • www.diversifynevada.com

Rev. 9/15/2014

 

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

17


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

Application pursuant to S.B. 1 No. 1 (2014 Special Session)

Company is an / a: (check one)

Company Name:

Tesla Motors, Inc.

 

þ

New Business in Nevada

Date of Application:

October 17, 2014

 

¨

Expansion of Existing Nevada company        

 

 

 

 

 

 

 

Section 1-Type of Incentives

 

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

 

 

 

 

 

 

þ

Sales & Use Tax Abatement

þ

Real Property Tax Abatement

þ

Economic Diversification District4

 

 

 

 

 

 

            þ

Modified Business Tax Abatement

þ

Economic Development Rate Rider  (EDRR)1

 

 

 

 

 

 

 

 

þ

Personal Property Tax Abatement

þ

Transferable Tax Credits2,3

 

 

 

1 The EDRR program requires pre-approval authorization prior to application, is subject to program funding limitations, and may not be available for all applicants.

 

2 The transferable tax credit program requires a minimum investment of $3.5 billion over a ten year period. 3 Tesla requests up to $195,000,000.00 in transferable tax credits.

 

4 Formation of an Economic Diversification District can only be completed through separate application to governing body of sponsoring municipality. Checked box is for information only.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Section 2 - Corporate Information

 

 

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

FEDERAL TAX ID #

    Tesla Motors, Inc.

91-2197729

    CORPORATE ADDRESS TO RECEIVE DOCUMENTS

CITY / TOWN

STATE / PROVINCE        

ZIP

    3500 Deer Creek Road

Palo Alto

CA

94304

    TELEPHONE NUMBER

WEBSITE

 

    (650) 681-5000

http://www.teslamotors.com

 

    COMPANY CONTACT NAME

COMPANY CONTACT TITLE

 

    Daniel Witt

Manager, Business Development and Policy

 

    E-MAIL ADDRESS

PREFERRED PHONE NUMBER

 

    dwitt@teslamotors.com

(650) 681-5000

 

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

¨  

Yes

þ

  No        

 

 

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

 

 

Section 3 - Nevada Facility

 

    Type of Facility:

 

¨

Headquarters

¨

Service Provider

 

þ

Technology

þ

Distribution / Warehouse / Logistic

 

¨

Back Office Operations

þ

Manufacturing

 

þ

Research & Development / Intellectual Property

 

¨

Other:                                             

 

PERCENT OF COMPANY’S MARKET OUTSIDE OF NEVADA

EXPECTED DATE OF NEW / EXPANDED OPERATIONS (MONTH / YEAR)

100%

Jul-2016

NAICS CODE / SIC

INDUSTRY TYPE

335912

Primary Battery Manufacturing

    DESCRIPTION OF COMPANY’S NEVADA OPERATIONS (COMPANY DECK IS ACCEPTABLE)

    Manufacturing of Lithium Ion battery cells and assembly of battery modules and packs for the purposes of both vehicle integration and stationary storage production.

PROPOSED / ACTUAL NEVADA ADDRESS (Must be within designated project site)

CITY / TOWN         

COUNTY        

ZIP

Electric Avenue

McCarran

Storey County

89434            

    WHAT OTHER STATES / REGIONS / CITIES ARE BEING, WERE CONSIDERED FOR YOUR COMPANY’S RELOCATION / EXPANSION / STARTUP?

    Arizona, California, Oregon, New Mexico, Texas, Utah, Washington

Section 4 - Site Selection Factors

 

    Please rate the following in order of importance to the company’s business (1 = very low; 5 = very high):

Availability of qualified workforce:

  3  

Utility infrastructure:

  5  

State and local tax structure:

  5  

Labor costs:

  5  

Utility costs:

  5  

State and local incentives:

  5  

Real estate availability:

  4  

Transportation infrastructure:

  4  

Business permitting & regulatory  structure:

  5  

Real estate costs:

  4  

Transportation costs:

  3  

Access to higher education resources:

  3  

 

 

 

 

 

 

    OTHER FACTORS & RATINGS (N.A. IF INCLUDED IN PARTICIPANT LETTER)

 


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Confidential Treatment Requested by Tesla Motors, Inc.

 

 

 

 

 

Section 5-Real Estate & Construction (Fill in either New Operations/Startup or Expansion, not both.)

 

NEW OPERATIONS / STARTUP

 

EXPANSIONS

 

Part 1. ARE YOU CURRENTLY / PLANNING ON

 

Part 1. ARE YOU CURRENTLY LEASING SPACE IN NV?

 

LEASING SPACE IN NV?

No  

 

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

 

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

 

What year(s)?

 

What year(s)?

 

How much space (sq. ft.)?

 

How much space (sq. ft.)?

 

Annual lease cost at current space:

 

Annual lease cost of space:

 

Due to expansion, will you lease additional space?

 

Do you plan on making building tenant improvements?

 

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

 

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

 

Expanding at the current facility or a new facility?

 

When to make improvements (month, year)?

 

What year(s)?

 

 

 

How much expanded space (sq. ft.)?

 

Part 2. ARE YOU CURRENTLY / PLANNING ON BUYING

 

Annual lease cost of expanded space:

 

OR BUILDING AN OWNER-OCCUPIED FACILITY IN NV?

Yes  

 

Do you plan on making building tenant improvements?

 

If Yes*:

 

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

 

Purchase date, if buying (month, year):

N/A  

 

When to make improvements (month, year)?

 

When to break ground, if building (month, year)?

Oct-2014  

 

 

 

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

Oct-2017  

 

Part 2. ARE YOU CURRENTLY OPERATING AT AN

 

How much space (sq. ft.)?

5.8M  

 

OWNER-OCCUPIED BUILDING IN NV?

 

 

 

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

 

*Please complete Section 6-Capital Investment for New Operations / Startup.

   (Can be replaced by a completed Capital Investment form.)

 

How much space (sq. ft.)?

 

Current assessed value of real property?

 

Due to expansion, will you be making building improvements?

 

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

 

When to make improvements (month, year)?

 

 

 

Part 3. DO YOU PLAN ON BUILDING OR BUYING A

 

NEW FACILITY IN NV?

 

If Yes*, continue below:

 

Purchase date, if buying (month, year):

 

When to break ground, if building (month, year)?

 

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

 

How much space (sq. ft.)?

 

 

 

* Please complete Section 6-Capital Investment for Expansions below.

Section 6 - Capital Investment (Fill in either New Operations/Startup or Expansion, not both.)

 

NEW OPERATIONS / STARTUP

 

EXPANSIONS

 

 

 

 

 

HOW MUCH CAPITAL INVESTMENT IS PLANNED? (Breakout below):

 

HOW MUCH CAPITAL  INVESTMENT IS PLANNED? (Breakout below):

 

 

 

 

 

Land:

N/A  

 

Land:

 

Building Purchase (if buying):

N/A  

 

Building Purchase (if buying):

 

Building Hard Costs (if building / making improvements):

$1.1 billion  

 

Building Hard Costs (if building / making improvements):

 

Equipment Cost:

$3.9 billion  

 

Equipment Cost:

 

Total:

$5.0 billion  

 

Total:

 

 

 

 

 

 

 

Is the equipment purchase for replacement

 

 

 

of existing equipment?

 

 

 

Current assessed value of personal property in NV:

 

 

 

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

 


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Confidential Treatment Requested by Tesla Motors, Inc.

 

Section 7a-Operations Employment (Fill in either New Operations/Startup or Expansion, not both.)

 

NEW OPERATIONS / STARTUP

 

 

EXPANSIONS

 

How many qualified employees* are intended to be hired

 

How many qualified employees* are intended to be hired

 

by the end of the allowable 10-year period?:

6,500  

 

by the end of the allowable 10-year period?:

 

Average hourly wage of these employees:

$26.16 (fn1)  

 

Average hourly wage of these new employees:

 

fn1: This figure represents an average hourly W-2 wage. It includes

 

How many full-time employees prior to expansion?:

 

overtime and other items included in income for federal income tax purposes.

 

Average hourly wage of these employees:

 

 

 

Total number of employees after expansion:

 

 

 

 

 

* A qualified employee must be employed at the site of a qualified project, scheduled to work an average minimum of 30 hours per week, is offered coverage under a plan of health insurance provided by his or her employer, is eligible for health care coverage, and whose position is a “primary job” as set forth in NAC 360.474.

            þ

OTHER COMPENSATION (Check all that are projected to apply):

 

þ

Overtime

 

¨     Merit increases

 

þ

PTO / Sick / Vacation

 

¨    COLA adjustments

 

þ

Bonus

 

¨    Tuition assistance

 

þ

Retirement Plan / Profit Sharing / 401(k)

 

¨     Other:                                 

 

 

 

 

 

 

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

 

Section 7b - Construction Employment

 

GENERAL CONTRACTOR

 

 

SUBCONTRACTORS & OTHERS

 

How many employees are intended to be hired

 

How many employees are intended to be hired

 

by the end of the allowable 10-year period?:

**  

 

by the end of the allowable 10-year period?:

**

 

Average hourly wage of these employees:

**  

 

Average hourly wage of these employees:

**

 

 

 

 

 

Each Construction Employer engaged in the construction at the Qualified project must offer a plan of health insurance to each construction employee employed at the Qualified project.

OTHER COMPENSATION (Check all that are projected to apply):

 

This information will vary by contractor.

 

¨

Overtime

 

¨    Merit increases

 

¨

PTO / Sick / Vacation

 

¨    COLA adjustments

 

¨

Bonus

 

¨    Tuition assistance

 

¨

Retirement Plan / Profit Sharing / 401(k)

 

¨    Other:                                 

 

 

 

 

 

 

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

 

 

 

** See Addendum 3.

 

 

 

 

 

 

 

 

Section 8a-Operations Employee Health Insurance Benefit Program

 

 

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

 

Yes (copy of benefit plan must be attached)

No

Package includes (check all that are projected to apply):

 

This information will vary by participant.

 

¨    Medical

¨     Vision

¨     Dental

Other:

See Attachment “J” and individual certifications.

 

Qualified after (check one):

 

 

 

 

 

¨ Upon employment

¨    Three months after hire date  

            ¨    Six months  after hire date

Other:                                 

 

 

 

 

 

 

 

 

COST OF HEALTH INSURANCE FOR COMPANY (annual amount
per employee):

PERCENTAGE OF HEALTH INSURANCE COVERAGE:

 

    By Company:

By Employee:

 


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[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

 

 

 

 

 

 

 

 

Section 8b-Construction Employee Health Insurance Benefit Program

 

Is health insurance for employees and an option for dependents offered?:                                Yes (copy of benefit plan must be attached)                        No

Package includes (check all that are projected to apply):

This information will vary based on contractor. See individual certifications.

 

¨    Medical

¨    Vision

¨    Dental

Other:                                 

 

 

 

 

 

 

 

    Qualified after (check one):

 

 

 

 

 

 

¨    Upon employment

¨     Three months after hire  date

¨    Six months after hire date

Other:                             

 

 

 

 

 

 

 

COST OF HEALTH INSURANCE FOR COMPANY (annual amount per employee):         PERCENTAGE OF HEALTH INSURANCE COVERAGE:

 

 

 

 

 

 

By Company:

By Employee:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Section 9-Certification

 

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

 

If this application is approved, the Lead Participant will monitor and update the material information related to Participants, job creation and capital investment as needed to ensure the Lead Participant remains eligible for the incentives granted.

 

Being the Lead Participant, I do hereby declare that the facts herein stated are true and that all licensing and permitting requirements will be met prior to the commencement of operations:

 

 

 

 

 

 

 

Daniel Witt

 

/s/ Daniel Witt

Name of person authorized for signature

 

Signature

 

 

 

 

 

 

Manager, Business Development and Policy

 

October 17, 2014

Title

 

Date

Nevada Governor’s Office of Economic Development

555 E. Washington Ave., Ste 5400 • Las Vegas, Nevada 89101 • 702.486.2700 • (Fax) 702.486.2701 • www.diversifynevada.com

 

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[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.


 

 

 

 

 

 

Confidential Treatment Requested by Tesla Motors, Inc.

Alex Leath

Partner

Direct: (205) 521-8899

aleath@babc.com

October 17, 2014

BY E-MAIL

Steve Hill

Executive Director

Nevada Governor’s Office of Economic Development

555 E. Washington Avenue

Suite 5400

Las Vegas, NV 89101

RE:

Gigafactory Lead Participant Letter Requesting Incentives

Dear Mr. Hill,

Enclosed with this letter is the application to the State of Nevada Governor’s Office of Economic Development (the “Office”), as required under Section 11 of S.B. No. 1 (2014 Special Session) (referred to herein as the “Act”), for certain incentives related to Tesla Motors, Inc’s proposed Gigafactory to be developed in Storey County, Nevada (the “Project”). The purpose of this letter is to comply with the application checklist provided by your office.

1) Participants:

The Lead Participant in the Project is Tesla Motors, Inc. (“Tesla”). Tesla is an active Nevada foreign corporation.

Panasonic Corporation has entered into an agreement with the Lead Participant to provide certain manufacturing and supply functions as well as invest in associated equipment, machinery, and other manufacturing tools at the Project. As such, Panasonic Corporation is expected to be a Participant in the Project.

Certain affiliate entities of the Lead Participant and of Panasonic Corporation, which presently exist or may be organized at a later date, will likely own certain real and personal property related to the Project and may participate in the operation of the Project. Likewise the Lead Participant and Panasonic Corporation may enter into other agreements with suppliers, vendors, customers, service providers, and related businesses for the provision of certain functions related to the Project. These additional entities may be deemed “Participants” for purposes of the Act. The Lead Participant will notify the Office as such additional entities become Participants with respect to the Project, and request a determination by the Office that said Participants are engaged in a common purpose pursuant to the Act.

 

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

Steve Hill

October 17, 2014

Page 2

                                             

 

 

2) Abatements and Incentives Requested:

The Lead Participant, on behalf of itself and the other Participants at the Project, for the benefit of the Lead Participant and the Project, hereby requests any and all abatements and incentives available under the Act, including, but not limited to, the following:

(i) CREDITS—Up to One Hundred Ninety Five Million ($195,000,00.00) in transferable credits against any tax imposed by chapters 363A and 363B of the Nevada Revised Statutes (“NRS”); the gaming license fees imposed by the provisions of NRS 463.370; any tax imposed by chapter 680B of NRS; or any combination of those fees and taxes.

(ii) ABATEMENTS—Abatement of the following sales and use taxes, property taxes, and employer excise taxes:

(a) SALES AND USE TAXES:

Local School Support Tax, NRS Chapter 374

Basic City-County Relief Tax, NRS Chapter 377

Supplemental City-County Relief Tax, NRS Chapter 377

(b) PROPERTY:

Taxes on real and personal property levied by Chapter 361 of NRS.

(c) EMPLOYER EXCISE TAXES:

Taxes imposed on the wages paid by an employer pursuant to Chapter 363B of NRS.

(iii) REIMBURSEMENT PAYMENT—Reimbursement payments to the Lead Participant in an amount equal to the sum of each of the following tax items paid to the State or Storey County, as applicable, from any Participant within the Economic Diversification District for the Project:

Sales Tax, NRS Chapter 372

Promotion of Tourism, Chapter NRS 377A

Infrastructure, NRS Chapter 377B

Tricounty Railway Commission, Local Acts including Nevada Commission for the Reconstruction of the V&T Railway Act of 1993 – Chapter 566 of the Statutes of Nevada

3) Significance of Abatements and Incentives on Decision to Locate:

The availability of abatements and incentives played a significant role in the decision of the Lead Participant to locate the Project in the State of Nevada. While many other factors played a significant role in the location decision, including workforce, availability of a suitable project site, and logistics considerations, among others, without the availability of the abatements and incentives offered by the State of Nevada and Storey County, the State would not have been a competitive option for location of the Project.


2

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

Steve Hill

October 17, 2014

Page 3

                                             

 

4) How the Project will Promote Economic Development of the State:

The Project is expected to have a profound impact on the economic development and the economic diversity of the State of Nevada as described in the 44 page report prepared by Applied Economics for the Office, dated September 2014. Portions of such report are summarized as follows:

The Project is expected to create a total of 6,500 jobs within the next four years with an average wage estimated at $26.16 per hour. Capital investment is expected to total nearly $5 Billion over that same period, with an additional $5 Billion in capital investment planned through the year 2028. Construction of the Project is expected to result in a one-time $2.4 Billion economic impact. Operation of the Project is expected to result in an annual impact in excess of $5 Billion at full implementation. Overall, the Project may generate in excess of $100 Billion in economic impact over the next twenty years.

This impact is more than numbers – it fits firmly within the State of Nevada’s Plan for Excellence in Economic Development (the “Plan”). The first economic development liability listed in the Plan is an “economy oriented toward consumption sectors.” The Project will serve to re-orient the State of Nevada’s economy towards production as the Project exports its finished goods out of the state and internationally. Additionally, a global consortium of suppliers and partners are likely to play significant roles in the Project. The technologically-advanced nature of the Project and its resultant products will support the State of Nevada’s innovation and technology focus as outlined in the Plan. Finally, the Project represents the top-tier of several targeted sectors. The Project will utilize and develop clean energy. It may require expansion of existing mining operations and potentially encourage the development of new ones. It will be an advanced manufacturing operation, which will also entail significant logistics operations. As such, the Project will have a significant, positive impact on several of targeted sectors described in the Plan.

5) Major Markets for Product Distribution:

The primary market for distribution of the lithium-ion batteries to be produced at the Project is the Tesla automobile manufacturing plant located in Fremont, California. Once the lithiumion batteries are installed in the Tesla automobiles, such vehicles are distributed throughout the United States and internationally. Additionally, certain other industries such as automotive manufacturers and suppliers, electric utilities, and other power generation and storage companies located throughout the United States and internationally will likely become major markets for the products produced at the Project.


3

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

Steve Hill

October 17, 2014

Page 4

                                             

 

 

6) Job Growth Plans:

The Project intends to include approximately 6,500 employees by the end of calendar year 2022. The job growth plan is more fully described in the enclosed Operations Employment Schedule Form. Tesla is well aware of the requirement that at least 50% of the jobs at the Project be filled by residents of the State of Nevada.

7) Business History and Plans:

Tesla is a U.S.-based, American-owned manufacturer of battery electric vehicles (“EV”), founded in 2003 and headquartered in Palo Alto, CA. Tesla, which employs more than 8,000 workers worldwide, designs and manufactures EVs, as well as EV powertrains for partners such as Toyota and Daimler (makers of the Mercedes-Benz brand) and stationary storage systems for commercial sale. Tesla successfully launched the Roadster in 2008 with its industry-leading efficiency (245 mile range on a single charge), performance (0 to 60 mph in 3.7 seconds), and design. The Tesla Model S, winner of numerous industry awards, was launched in 2012 and is built entirely at a formerly shuttered GM plant in Fremont, CA.

The Tesla Gigafactory will be the Company’s largest expansion in its history and seeks to double the world’s current manufacturing capacity of battery cells by 2020.

We look forward to working with you to on the Project.

 

 

Sincerely,

 

/s/ Alex Leath

Alex Leath

Partner

Enclosures

cc: Brad Mamer, Shante Willis

 

4

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

Other Participants

 

 

 

 

Lead Participant: 

Tesla Motors, Inc.

County: 

Storey County

Directions: Provide information on other Participants in the Project. A Participant means a business which operates within the geographic boundaries of a project site and which contributes to or participates in the Project. A Project is undertaken by a business or group of businesses located within the same project site and engaged in a common purpose or business endeavor.

 

 

 

 

 

 

 

Co-Participant #1 Information

 

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

FEDERAL TAX ID #

    Panasonic Energy Corporation of North America

 

 

47-1994325

CORPORATE MAILING ADDRESS

CITY / TOWN

STATE / PROVINCE

ZIP

Panasonic Corporation of North America, Two Riverfront Plaza

Newark

NJ

 

07102-5490    

NEVADA ADDRESS (Must be within designated project site)

CITY / TOWN

STATE / PROVINCE

ZIP

Electric Avenue

McCarran

NV

 

89434

TELEPHONE NUMBER

WEBSITE

 

 

 

Pending

Pending

 

 

 

COMPANY CONTACT NAME

COMPANY CONTACT TITLE

Stephen Weingarten

Assistant General Counsel and Assistant Secretary

E-MAIL ADDRESS

PREFERRED PHONE NUMBER

stephen.weingarten@us.panasonic.com

 

(201) 392-4752

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

 

¨    Yes         þ    No      

 

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

 

 

 

Co-Participant #2 Information

 

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

FEDERAL TAX ID #

Other Participants will be added as the Project moves forward.

 

 

CORPORATE MAILING ADDRESS

 

CITY / TOWN

 

STATE / PROVINCE

 

ZIP

 

NEVADA ADDRESS (Must be within designated project site)

 

CITY / TOWN ¨             ¨    

STATE / PROVINCE 

ZIP

TELEPHONE NUMBER

 

WEBSITE

 

COMPANY CONTACT NAME

 

COMPANY CONTACT TITLE

 

E-MAIL ADDRESS

 

PREFERRED PHONE NUMBER

 

 

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

 

¨    Yes         ¨    No      

 

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

 

 

 

 

Co-Participant #3 Information

 

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

¨        ¨         

FEDERAL TAX ID #

CORPORATE MAILING ADDRESS

 

CITY / TOWN

 

STATE / PROVINCE

 

ZIP

 

NEVADA ADDRESS (Must be within designated project site)

 

CITY / TOWN

 

STATE / PROVINCE

 

ZIP

 

TELEPHONE NUMBER

 

WEBSITE

 

COMPANY CONTACT NAME

 

COMPANY CONTACT TITLE

 

E-MAIL ADDRESS

 

PREFERRED PHONE NUMBER

 

 

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

 

¨    Yes         ¨    No      

 

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

 

 

EXPAND AS NECESSARY FOR OTHER CO-PARTICIPANTS

 

 

Attachment “A”

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

Description of the Nevada Facility

 

 

 

 

 

Lead Participant: 

Tesla Motors, Inc.

County: 

Storey County

Directions: A detailed description of the Nevada facility, including a description of the common purpose or business endeavor in which the participants in the project proposed or are engaged. With pre-approval from the Office, an alternative facility description will be considered provided it includes the necessary information.

 

The Tesla Gigafactory is 5.5 million square-foot facility located in the Tahoe Reno Industrial Center which will be utilized for the manufacturing of

Lithium Ion battery cells and assembly of battery modules and packs for the purposes of both vehicle integration and stationary storage production.

 

At its peak, it is anticipated to produce more than 50 GWh in annual battery production, which is enough for 500,000 Tesla cars.

 

See Addendum 1 for a more detail description which is deemed confidential proprietary information of Tesla.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPAND AS NECESSARY OR CAN BE REPLACED BY SEPARATE DOCUMENT

 

 

 

 

Attachment “B”

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

Gigafactory Scope Narrative

The Gigafactory scope has not been developed to the point where construction manpower and spending estimates can be made for the entire project. The statements made herein reflect our understanding of the initial phases of the construction effort. Please note that Yates has not currently been contracted to manage the installation of Tesla’s proprietary process equipment so any statements regarding such installation are subject to the direction of Tesla and its manufacturing partners. As the project is further defined, estimates will be updated.

 

 

 

 

The Gigafactory will be constructed in multiple phases. To support the phased construction approach and ultimately the full build out, the site development effort is now underway. The building pad is under construction in preparation for structural foundations. Initial site development activities

 

[***]

include changes to Electric Avenue, storm retention, underground utilities and the construction of internal roads and parking lots. In support of the construction operations, site logistics development is underway consisting of temporary offices, electrical power, fencing, and security.

The initial construction phases are described as [***] and [***]. The concept layout of the Gigafactory is shown in the exhibit. [***] The placement of process manufacturing equipment will begin [***].

 

 

 

[***]

[***] structural concrete foundations will begin [***], following the construction of the building pad. Structural steel erection will follow closely behind the foundations and will continue into [***]. As structural steel progresses the building envelope; the roofing system, siding and windows, will follow. Following the building

envelope, the mechanical, electrical and process systems begin to advance and will continue to support the manufacturing equipment. As these systems come on line, Tesla’s manufacturing partners will start installing equipment in [***]. The installation and commissioning of the mechanical, electrical and process systems will continue through [***].

During the construction of [***] the site development activities will continue to progress, providing access, drainage, parking lots and utility services required for the factory’s operation.

 

 

 

 

Addendum 1.1

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

Description of the Nevada Facility’s Location

 

 

 

 

 

Lead Participant: 

Tesla Motors, Inc.

County: 

Storey County

Directions: A detailed description of the location of the project, including a precise description of the geographic boundaries of the project site. An acceptable description is in the form of a registered professional land surveyor drawing and legal description stamped by a Nevada licensed engineer. This description can be used for purposes related to the creation of an economic diversification district by the governing body of a participating municipality. With pre-approval from the Office, an alternative facility location description will be considered provided it includes the necessary information.

See Addendum 2.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPAND AS NECESSARY OR CAN BE REPLACED BY SEPARATE DOCUMENT

 

 

Attachment “C”

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

 

 

Form No. 1068-2

Commitment No. 121-2466598

ALTA Plain Language Commitment

Page Number: 5

 

 

Property Address:

005-091-17, 18, 29 & 34, 005-011-22 & 24 McCarran, NV

 

SCHEDULE A

1.

Commitment Date: September 3, 2014 at 7:30 A.M.

2.

Policy or Policies to be issued:                                                          Amount

a.

ALTA 2006 Extended Coverage Owner Policy                     $To Be Determined

Proposed Insured:

Tesla Motors, Inc., a Delaware Corporation

3.

(A) The estate or interest in the land described in this Commitment is:

Fee as to Parcels 1, 3, 6, 9, 13 and 14

Easement as to Parcel 21

(B) Title to said estate or interest at the date hereof is vested in:

Tahoe-Reno Industrial Center, LLC, a Nevada limited liability company

4.

The land referred to in this Commitment is situated in the County of Storey, State of Nevada, and is described as follows:

PARCEL 1:

PARCEL 2009-6 OF RECORD OF SURVEY MAP NO. 111167, FILED IN THE OFFICE OF THE COUNTY RECORDER OF STOREY COUNTY, STATE OF NEVADA ON MAY 13, 2009, AS FILE NO. 111167, OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

ALL THAT CERTAIN REAL PROPERTY SITUATE WITHIN THE SOUTH ONE-HALF (1/2) OF SECTION 6, TOWNSHIP 19 NORTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, STOREY COUNTY, STATE OF NEVADA BEING A PORTION OF PARCEL 2008-87, AS SHOWN ON THAT “RECORD OF SURVEY FOR TAHOE-RENO INDUSTRIAL CENTER, LLC”, FILED IN THE OFFICE OF THE STOREY COUNTY RECORDER, JANUARY 15, 2009, FILE NO. 110530, OFFICIAL RECORDS OF STOREY COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT, FROM WHICH POINT THE SOUTHWEST CORNER OF SAID SECTION 6 BEARS SOUTH 83°34’52” WEST, 2553.29 FEET;

THENCE NORTH 52°49’21” EAST, 468.75 FEET TO THE NORTH LINE OF SAID PARCEL 2008-87;

THENCE, ALONG SAID NORTH LINE, SOUTH 37°10’39” EAST, 214.33 FEET;


 

 

First American Title Insurance Company

Addendum 2

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

-1-

 


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

 

 

Form No. 1068-2

Commitment No. 121-2466598

ALTA Plain Language Commitment

Page Number: 6

 

 

Property Address:

005-091-17, 18, 29 & 34, 005-011-22 & 24 McCarran, NV

 

 

THENCE, ALONG A NON-TANGENT CURVE TO THE RIGHT, FROM A TANGENT WHICH BEARS SOUTH 26°31’44” EAST HAVING A RADIUS OF 1450.00 FEET, A CENTRAL ANGLE OF 10°38’55”, AND AN ARC LENGTH OF 269.49 FEET;

THENCE, LEAVING SAID NORTH LINE, SOUTH 52°49’21” WEST, 335.86 FEET;

THENCE NORTH 80°55’36” WEST, 156.06 FEET;

THENCE NORTH 37°10’39” WEST, 369.53 FEET TO THE POINT OF BEGINNING.

THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED MAY 13, 2009, AS DOCUMENT NO. 111168 OF OFFICIAL RECORDS.

PARCEL 2:

INTENTIONALLY DELETED

PARCEL 3:

PARCEL 2009-5 OF RECORD OF SURVEY MAP NO. 111167, FILED IN THE OFFICE OF THE COUNTY RECORDER OF STOREY COUNTY, STATE OF NEVADA ON MAY 13, 2009, AS FILE NO. 111167, OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

ALL THAT CERTAIN REAL PROPERTY SITUATE WITHIN THE SOUTH ONE-HALF (1/2) OF SECTION 6, TOWNSHIP 19 NORTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, STOREY COUNTY, STATE OF NEVADA BEING A PORTION OF PARCEL 2008-87, AS SHOWN ON THAT “RECORD OF SURVEY FOR TAHOE-RENO INDUSTRIAL CENTER, LLC”, FILED IN THE OFFICE OF THE STOREY COUNTY RECORDER, JANUARY 15, 2009, FILE NO. 110530, OFFICIAL RECORDS OF STOREY COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT, FROM WHICH POINT THE SOUTHWEST CORNER OF SAID SECTION 6 BEARS SOUTH 83°34.52. WEST, 2553.29 FEET;

THENCE NORTH 37°10.39. WEST, 650.50 FEET;

THENCE NORTH 52°49.21. EAST, 468.75 FEET TO THE NORTH LINE OF SAID PARCEL 2008-87;

THENCE, ALONG SAID NORTH LINE, SOUTH 37°10.39. EAST, 650.50 FEET;

THENCE, LEAVING SAID NORTH LINE, SOUTH 52°49.21. WEST, 468.75 FEET TO THE POINT OF BEGINNING.

THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED MAY 13, 2009, AS DOCUMENT NO. 111168 OF OFFICIAL RECORDS.

PARCEL 4:

INTENTIONALLY DELETED

PARCEL 5:


 

 

First American Title Insurance Company

Addendum 2

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

-2-

 


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

 

 

Form No. 1068-2

Commitment No. 121-2466598

ALTA Plain Language Commitment

Page Number: 7

 

 

Property Address:

005-091-17, 18, 29 & 34, 005-011-22 & 24 McCarran, NV

 

 

INTENTIONALLY DELETED

PARCEL 6:

PARCEL 2014-4 OF RECORD OF SURVEY MAP NO. 120562, FILED IN THE OFFICE OF THE COUNTY RECORDER OF STOREY COUNTY, STATE OF NEVADA ON JUNE 30, 2014, AS FILE NO. 120562, OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

ALL THAT CERTAIN REAL PROPERTY SITUATED WITHIN A PORTION OF THE NORTH ONE-HALF (1/2) OF SECTION TWELVE (12), TOWNSHIP 19 NORTH, RANGE 22 EAST, MOUNT DIABLO MERIDIAN, STOREY COUNTY, STATE OF NEVADA, BEING A PORTION OF PARCEL 2009-39 AS SHOWN ON THAT “RECORD OF SURVEY FOR TAHOE-RENO INDUSTRIAL CENTER, LLC”, RECORDED IN THE OFFICE OF THE STOREY COUNTY RECORDER, DECEMBER 04, 2009, AS DOCUMENT NO. 112341, OFFICIAL RECORDS OF STOREY COUNTY, NEVADA. MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 2009-39, BEING THE NORTHEAST CORNER OF SAID SECTION TWELVE (12), THENCE, ALONG THE EAST LINE OF SAID PARCEL, SOUTH 00°56’57” WEST, 988.90 FEET;

THENCE, LEAVING SAID EAST LINE, SOUTH 89°54’15” WEST, 3358.63 FEET;

THENCE, SOUTH 71°09’26” WEST, 116.44 FEET;

THENCE, ALONG A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 570.00 FEET, A CENTRAL ANGLE OF 35°24’30”, AND AN ARC LENGTH OF 352.26 FEET;

THENCE, SOUTH 35°44’56” WEST, 560.61 FEET;

THENCE, ALONG A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 810.00 FEET, A CENTRAL ANGLE OF 19°09’56”, AND AN ARC LENGTH OF 270.95 FEET;

THENCE, SOUTH 16°35’00” WEST, 20.98 FEET;

THENCE, ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 870.00 FEET, A CENTRAL ANGLE OF 06°39’25”, AND AN ARC LENGTH OF 101.08 FEET, TO THE NORTH LINE OF EAST SYDNEY DRIVE, AS DESCRIBED PER DEDICATION DOCUMENT NO. 107605, OFFICIAL RECORDS OF STOREY COUNTY;

THENCE, ALONG SAID NORTH LINE, ALONG A NON-TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 90.00 FEET, A CENTRAL ANGLE OF 55°45’04”, WITH A RADIAL LINE IN OF SOUTH 01°30’00” WEST AND A RADIAL LINE OUT OF NORTH 54°15’04” WEST FOR AN ARC LENGTH OF 87.57 FEET, TO THE WEST LINE OF SAID EAST SYDNEY DRIVE;

THENCE, ALONG SAID WEST LINE OF EAST SYDNEY DRIVE, SOUTH 35°44’56” WEST, 114.04 FEET;

THENCE, LEAVING SAID WEST LINE OF EAST SYDNEY DRIVE, ALONG THE WEST LINE OF SAID PARCEL 2009-39, ALONG A NON-TANGENT CURVE TO THE LEFT, HAVING A TANGENT BEARING OF NORTH 35°44’56” EAST HAVING A RADIUS OF 810.00 FEET, A CENTRAL ANGLE OF 19°09’56”, AND AN ARC LENGTH OF 270.95 FEET;

 


 

 

First American Title Insurance Company

Addendum 2

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

-3-

 


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

 

 

Form No. 1068-2

Commitment No. 121-2466598

ALTA Plain Language Commitment

Page Number: 8

 

 

Property Address:

005-091-17, 18, 29 & 34, 005-011-22 & 24 McCarran, NV

 

 

THENCE, CONTINUING ALONG SAID WEST LINE OF PARCEL 2009-39, NORTH 16°35’00” EAST, 20.98 FEET;

THENCE, ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 870.00 FEET, A CENTRAL ANGLE OF 19°09’56”, AND AN ARC LENGTH OF 291.02 FEET,

THENCE, NORTH 35°44’56” EAST, 560.61 FEET;

THENCE, ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 630.00 FEET, A CENTRAL ANGLE OF 35°24’30”, AND AN ARC LENGTH OF 389.33 FEET;

THENCE, NORTH 71°09’26” EAST, 118.20 FEET;

THENCE, ALONG A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 620.00 FEET, A CENTRAL ANGLE OF 23°29’47”, AND AN ARC LENGTH OF 254.26 FEET;

THENCE, NORTH 47°39’39” EAST, 417.70 FEET;

THENCE, ALONG A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 620.00 FEET, A CENTRAL ANGLE OF 04°41’29”, AND AN ARC LENGTH OF 50.77 FEET;

THENCE, NORTH 42°58’10” EAST, 184.32 FEET;

THENCE, ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 850.00 FEET, A CENTRAL ANGLE OF 36°27’03”, AND AN ARC LENGTH OF 540.76 FEET;

THENCE, NORTH 79°25’13” EAST, 484.95 FEET;

THENCE, ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 850.00 FEET, A CENTRAL ANGLE OF 11°12’48”, AND AN ARC LENGTH OF 166.35 FEET;

THENCE, NORTH 00°38’01” EAST, 14.69 FEET, TO THE NORTH LINE OF SAID PARCEL 2009-39;

THENCE, ALONG SAID NORTH LINE, SOUTH 89°21’59” EAST, 1596.78 FEET, THE POINT OF BEGINNING.

THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED JUNE 30, 2014, AS DOCUMENT NO. 120563 OF OFFICIAL RECORDS.

PARCEL 7:

INTENTIONALLY DELETED

PARCEL 8:

INTENTIONALLY DELETED

PARCEL 9:

PARCEL 2014-9 OF RECORD OF SURVEY MAP NO. 120564, FILED IN THE OFFICE OF THE


 

 

First American Title Insurance Company

Addendum 2

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

-4-

 


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

 

 

Form No. 1068-2

Commitment No. 121-2466598

ALTA Plain Language Commitment

Page Number: 9

 

 

Property Address:

005-091-17, 18, 29 & 34, 005-011-22 & 24 McCarran, NV

 

 

COUNTY RECORDER OF STOREY COUNTY, STATE OF NEVADA ON JUNE 30, 2014, AS FILE NO. 120564, OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

ALL THAT CERTAIN REAL PROPERTY SITUATED WITHIN A PORTION OF THE EAST ONE-HALF (1/2) OF SECTION ONE (1), TOWNSHIP 19 NORTH, RANGE 22 EAST, AND PORTIONS OF SECTIONS SIX (6), AND THE NORTH ONE-HALF (1/2) OF SECTION SEVEN (7), TOWNSHIP 19 NORTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, STOREY COUNTY, STATE OF NEVADA, BEING A PORTION OF PARCEL 2009-7 AS SHOWN ON THAT “RECORD OF SURVEY FOR TAHOE-RENO INDUSTRIAL CENTER, LLC”, RECORDED IN THE OFFICE OF THE STOREY COUNTY RECORDER, MAY 13, 2009, AS DOCUMENT NO, 111167, OFFICIAL RECORDS OF STOREY COUNTY, NEVADA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID PARCEL 2009-7, BEING THE WEST ONE-QUARTER (1/4) CORNER OF SAID SECTION SEVEN (7), THENCE, ALONG THE WEST LINE OF SAID PARCEL,

BEGINNING AT A POINT ON THE SOUTHERLY LINE OF SAID PARCEL 2009-7, ALSO BEING THE SOUTHEAST CORNER OF SAID SECTION SEVEN (7);

THENCE, ALONG SAID SOUTHERLY LINE OF PARCEL 2009-7, NORTH 89°21’59” WEST, 1596.76 FEET;

THENCE, LEAVING SAID SOUTHERLY LINE, NORTH 00°38’01” EAST, 282.77 FEET;

THENCE NORTH 31°23’52” EAST, 2934.29 FEET;

THENCE, SOUTH 58°36’24” EAST, 672.98 FEET;

THENCE, NORTH 31°23’36” EAST, 512.57 FEET;

THENCE ALONG A NON-TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 1340.00 FEET, A CENTRAL ANGLE OF 12°34’29”, WITH A RADIAL LINE IN OF SOUTH 31°23’36” WEST AND A RADIAL LINE OUT OF NORTH 43°58’05” EAST FOR AN ARC LENGTH OF 294.09 FEET;

THENCE, SOUTH 46°01’55” EAST, 1323.58 FEET;

THENCE, ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 1350.00 FEET, A CENTRAL ANGLE OF 08°51’16”, AND AN ARC LENGTH OF 208.63 FEET;

THENCE, SOUTH 37°10’39” EAST, 691.35 FEET;

THENCE, SOUTH 52°49’21” WEST, 468.75 FEET;

THENCE, SOUTH 37°10’39” EAST, 1020.03 FEET;

THENCE, SOUTH 80°55’36” EAST, 156.06 FEET;

THENCE, NORTH 52°49’21” EAST, 335.86 FEET;

THENCE, ALONG A NON-TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 1450.00 FEET, A CENTRAL ANGLE OF 24°27’22”, WITH A RADIAL LINE IN OF SOUTH 63°28’16” WEST AND A


 

 

First American Title Insurance Company

Addendum 2

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

-5-

 


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

 

 

Form No. 1068-2

Commitment No. 121-2466598

ALTA Plain Language Commitment

Page Number: 10

 

 

Property Address:

005-091-17, 18, 29 & 34, 005-011-22 & 24 McCarran, NV

 

 

RADIAL LINE OUT OF NORTH 87°55’38” EAST FOR AN ARC LENGTH OF 618.92 FEET;

THENCE, ALONG A REVERSE CURVE TO THE LEFT HAVING A RADIUS OF 1550.00 FEET, A CENTRAL ANGLE OF 32°44’13”, AND AN ARC LENGTH OF 885.62 FEET;

THENCE, SOUTH 34°48’36” EAST, 742.52 FEET;

THENCE, ALONG A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 2550.00 FEET, A CENTRAL ANGLE OF 13°08’50”, AND AN ARC LENGTH OF 585.13 FEET;

THENCE, NORTH 89°39’48” WEST, 602.80 FEET;

THENCE, NORTH 59°18’09” WEST, 2571.38 FEET;

THENCE, SOUTH 89°54’15” WEST, 1622.76 FEET;

THENCE, NORTH 00°56’57” EAST, 988.90 FEET, TO THE POINT OF BEGINNING.

THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED JUNE 30, 2014, AS DOCUMENT NO. 120565 OF OFFICIAL RECORDS.

PARCEL 10:

INTENTIONALLY DELETED

PARCEL 11:

INTENTIONALLY DELETED

PARCEL 12:

INTENTIONALLY DELETED

PARCEL 13:

PARCEL 2014-13 OF RECORD OF SURVEY MAP NO. 120567, FILED IN THE OFFICE OF THE COUNTY RECORDER OF STOREY COUNTY, STATE OF NEVADA ON JUNE 30, 2014, AS FILE NO. 120567, OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

ALL THAT CERTAIN REAL PROPERTY SITUATED WITHIN PORTIONS OF THE WEST ONE-HALF (1/2) OF SECTION FIVE (5), SECTION SIX (6), THE NORTHEAST ONE-QUARTER (1/4) OF SECTION SEVEN (7), AND THE NORTHWEST ONE-QUARTER (1/4) OF SECTION 8, TOWNSHIP 19 NORTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, STOREY COUNTY, STATE OF NEVADA, BEING ALL OF PARCEL 2014-1 AS SHOWN ON THAT “RECORD OF SURVEY FOR TAHOE-RENO INDUSTRIAL CENTER, LLC”, RECORDED IN THE OFFICE OF THE STOREY COUNTY RECORDER, ON JUNE 30, 2014, AS DOCUMENT NO. 0120559.

BEING A PORTION OF PARCEL 2012-7 AS SHOWN ON THAT “RECORD OF SURVEY TO SUPPORT A BOUNDARY LINE ADJUSTMENT FOR TAHOE-RENO INDUSTRIAL CENTER, LLC”, RECORDED IN THE OFFICE OF THE STOREY COUNTY RECORDER, OCTOBER 02, 2012, AS DOCUMENT NO. 117414, BEING ALL OF PARCELS 2012-11 AND 2012-12 AS SHOWN ON THAT “RECORD OF


 

 

First American Title Insurance Company

Addendum 2

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

-6-

 


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

 

 

Form No. 1068-2

Commitment No. 121-2466598

ALTA Plain Language Commitment

Page Number: 11

 

 

Property Address:

005-091-17, 18, 29 & 34, 005-011-22 & 24 McCarran, NV

 

 

SURVEY FOR TAHOE- RENO INDUSTRIAL CENTER, LLC”, RECORDED IN THE OFFICE OF THE STOREY COUNTY RECORDER. DECEMBER 04, 2012, AS DOCUMENT NO. 117725, OFFICIAL RECORDS OF STOREY COUNTY, NEVADA, AND BEING ALL OF PARCELS 2012-15 AND 2012-16, AND A PORTION OF PARCELS 2012- 14 AND 2012-17 AS SHOWN ON THAT “RECORD OF SURVEY FOR TAHOE-RENO INDUSTRIAL CENTER, LLC”, RECORDED IN THE OFFICE OF THE STOREY COUNTY RECORDER, DECEMBER 04, 2012, AS DOCUMENT NO. 117727, OFFICIAL RECORDS OF STOREY COUNTY, NEVADA MORE PARTICULARLY DESCRIBED AS FOLLOWS;

BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 2012-11, SAID POINT BEING ON THE SOUTH LINE OF MILAN DRIVE AS DESCRIBED IN DEDICATION DEED DOCUMENT NO. 110596, OFFICIAL RECORDS OF STOREY COUNTY, NEVADA;

THENCE, ALONG SAID SOUTH LINE OF MILAN DRIVE AND ITS EXTENSION THEREOF, SOUTH 88°40’40” EAST, 1605.31 FEET;

THENCE, ALONG A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 910.00 FEET, A CENTRAL ANGLE OF 30°56’06”, AND AN ARC LENGTH OF 491.33 FEET;

THENCE, NORTH 60°23’14” EAST, 317.00 FEET;

THENCE, LEAVING THE SOUTH LINE OF MILAN DRIVE, SOUTH 37°51’40” EAST, 5271.04 FEET;

THENCE, SOUTH O0°38’30” WEST, 2540.48 FEET;

THENCE, SOUTH 59°39’43” WEST, 2246.95 FEET;

THENCE, SOUTH 53°46’10” EAST, 580.76 FEET;

THENCE, ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 1150.00 FEET, A CENTRAL ANGLE OF 03°17’21”, WITH A RADIAL LINE IN OF SOUTH 36°13’50” WEST AND A RADIAL LINE OUT OF NORTH 39°31’11” EAST FOR AN ARC LENGTH OF 66.02 FEET, TO THE SOUTH LINE OF SAID PARCEL 2012-14, ALSO BEING THE SOUTH LINE OF SAID SECTION 8;

THENCE, CONTINUING ALONG SAID SOUTH LINE OF PARCEL 2012-14, NORTH 89°14’53” WEST, 163.12 FEET, TO THE WEST ONE-QUARTER (1/4) CORNER OF SAID SECTION 8;

THENCE, NORTH 89°39’48” WEST, 176.42 FEET;

THENCE, LEAVING THE SOUTH LINE OF SAID PARCEL 2012-14, ALONG ITS WESTERLY LINE, NORTH 53°46’10 “WEST, 370.99 FEET;

THENCE, ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 2550.00 FEET, A CENTRAL ANGLE OF 18°57’34”, AND AN ARC LENGTH OF 843.81 FEET;

THENCE, NORTH 34°48’36” WEST, 742.52 FEET;

THENCE, ALONG A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 1550.00 FEET, A CENTRAL ANGLE OF 32°44’13”, AND AN ARC LENGTH OF 885.62 FEET;

THENCE, ALONG A REVERSE CURVE TO THE LEFT HAVING A RADIUS OF 1450.00 FEET, A CENTRAL ANGLE OF 35°06’16”, AND AN ARC LENGTH OF 888.40 FEET;

 


 

 

First American Title Insurance Company

Addendum 2

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

-7-

 


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

 

 

Form No. 1068-2

Commitment No. 121-2466598

ALTA Plain Language Commitment

Page Number: 12

 

 

Property Address:

005-091-17,18, 29 & 34, 005-011-22 & 24 McCarran, NV

 

 

THENCE, NORTH 37°10’39” WEST, 1556.18 FEET, TO A POINT ON THE WESTERLY LINE OF SAID PARCEL 2012-7;

THENCE, ALONG SAID WESTERLY LINE, ALONG A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 1350.00 FEET, A CENTRAL ANGLE OF 08°51’16”, AND AN ARC LENGTH OF 208.63 FEET;

THENCE, NORTH 46°01’55” WEST, 1323.58 FEET;

THENCE, ALONG A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 1340.00 FEET, A CENTRAL ANGLE OF 12°34’29”, AND AN ARC LENGTH OF 294.09 FEET;

THENCE, LEAVING SAID WESTERLY LINE OF PARCEL 2012-7, NORTH 31°23’36” EAST, 200.00 FEET, TO THE MOST WESTERLY CORNER OF SAID PARCEL 2012-12;

THENCE, ALONG THE WESTERLY LINE OF SAID PARCEL 2012-12, NORTH 88°42’42” EAST, 188.30 FEET, TO THE SOUTHWEST CORNER OF SAID PARCEL 2012-11;

THENCE, ALONG THE WEST LINE OF SAID PARCEL 2012-11, NORTH 01°19’20” EAST, 2228.00 FEET, TO THE POINT OF BEGINNING.

THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED JUNE 30, 2014, AS DOCUMENT NO. 120568 OF OFFICIAL RECORDS.

PARCEL 14:

PARCEL 2014-15 OF RECORD OF SURVEY MAP NO. 120567, FILED IN THE OFFICE OF THE COUNTY RECORDER OF STOREY COUNTY, STATE OF NEVADA ON JUNE 30, 2014, AS FILE NO. 120567, OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

ALL THAT CERTAIN REAL PROPERTY SITUATED WITHIN A PORTION OF THE NORTHEAST ONE-QUARTER (1/4) OF SECTION SEVEN (7), TOWNSHIP 19 NORTH, RANGE 23 EAST, MOUNT DIABLO MERIDIAN, STOREY COUNTY, STATE OF NEVADA, BEING A PORTION OF PARCEL 2012-14 AS SHOWN ON THAT “RECORD OF SURVEY FOR TAHOE-RENO INDUSTRIAL CENTER, LLC”, RECORDED IN THE OFFICE OF THE STOREY COUNTY RECORDER, DECEMBER 04, 2012, AS DOCUMENT NO. 117727, OFFICIAL RECORDS OF STOREY COUNTY, NEVADA MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT, FROM WHICH POINT THE NORTHEAST CORNER OF SAID SECTION SEVEN BEARS NORTH 83°59’07” EAST, 1294.45 FEET;

THENCE, SOUTH 09°20’51” WEST, 100.00 FEET;

THENCE, NORTH 80°39’09” WEST, 80.00 FEET;

THENCE, NORTH 09°20’51” EAST, 100.00 FEET;

THENCE, SOUTH 80°39’09” EAST, 80.00 FEET, THE POINT OF BEGINNING.

THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN

 


 

 

First American Title Insurance Company

Addendum 2

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

-8-

 


 

Confidential Treatment Requested by Tesla Motors, Inc.

 

 

 

 

Form No. 1068-2

Commitment No. 121-2466598

ALTA Plain Language Commitment

Page Number:13

 

 

Property Address:

005-091-17,18, 29 & 34, 005-011-22 & 24 McCarran, NV

 

 

DOCUMENT RECORDED JUNE 30, 2014, AS DOCUMENT NO. 120568 OF OFFICIAL RECORDS.

PARCEL 15:

INTENTIONALLY DELETED

PARCEL 16:

INTENTIONALLY DELETED

PARCEL 17:

INTENTIONALLY DELETED

PARCEL 18:

INTENTIONALLY DELETED

PARCEL 19:

INTENTIONALLY DELETED

PARCEL 20:

INTENTIONALLY DELETED

PARCEL 21:

A NON-EXCLUSIVE EASEMENT FOR ACCESS AND UTILITIES AS SET FORTH IN DOCUMENT RECORDED MAY 13, 1999 AS DOCUMENT NO. 111166 OF OFFICIAL RECORDS.

 

 

 

First American Title Insurance Company

Addendum 2

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

-9-

 


 

 

Confidential Treatment Requested by Tesla Motors, Inc.

Operations Employment Schedule

 

 

 

Lead Participant: Tesla Motors, Inc

County: Storey County

Section 1 - Full-Time Operations Employees

Directions: Please complete columns (a) through (d) in Section 1 with information on all qualified employees* that are projected to be hired and employed by the Participants by the end of the allowable 10-year period.

*

A qualified employee must be employed at the site of a qualified project, scheduled to work an average minimum of 30 hours per week, is offered coverage under a plan of health insurance provided by his or her employer, is eligible for health care coverage, and whose position is a “primary job” as set forth in NAC 360.474.

 

(a)

 

(b)

( c)*

(d)

(e)

(f)

New Hire Position Title/Description

 

NV
Resident
(Y/N)

 

Number of
Positions

 

Average
Hourly Wage

 

Average
Weekly Hours

 

Annual Wage
per Position

 

Total Annual
Wages

 

Production Associates

 

4550

$22.79

 

$47,400.00

$215,670,000

Material Handlers

 

200

$22.79

 

$47,400.00

$9,480,000

Equipment Technicians

 

460

$27.88

 

$58,000.00

$26,680,000

Quality Technicians

 

360

$27.88

 

$58,000.00

$20,880,000

Engineers and Senior Staff

 

930

$41.83

 

$87,000.00

$80,910,000

Additional detail submitted as confidential proprietary information of Tesla.

 

 

 

 

 

 

* Column (c) represents an average hourly W-2 wage. It includes overtime & other items included in income for federal income tax purposes.

 

 

 

 

 

 

TOTAL

 

6500

$26.16

 

$54,403

$353,620,000

EXPAND AS NECESSARY OR CAN BE REPLACED BY SEPARATE DOCUMENT

Section 2 - Operations Employment Projections

Directions: Please provide one- three- five- eight- and ten-year employment projections in Section 2.

Full-Time Employment

 

 

 

 

 

 

 

1-Year Projection:

300

5-Year Projection:

4000

10-Year Projection:

6,500

3-Year Projection:

2000

8-Year Projection:

6500

 

 

 

Attachment “D”

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

 


 

 

Confidential Treatment Requested by Tesla Motors, Inc.

Construction Employment Schedule

 

 

 

Lead Participant: Tesla Motors, Inc.

County: Storey County

Section 1 - Construction Employees

Directions: Please complete columns (a) through (d) in Section 1 with information on all construction employees that are projected to be hired and employed by contractors, sub-contractors and others, the “Construction Employers”*, for the Qualified project by the end of the allowable 10-year period.

*

Each Construction Employer engaged in the construction at the Qualified project must offer a plan of health insurance to each construction employee employed at the Qualified project.

 

(a)

 

(b)

(c)

(d)

(e)

(f)

New Hire Position Title/Description

 

NV
Resident
(Y/N)

 

Number of
Positions

 

Average
Hourly Wage

 

Average
Weekly Hours

 

Annual Wage
per Position

 

Total Annual
Wages

 

See Addendum 3.

 

 

 

 

 

 

Additional detail submitted as confidential

 

 

 

 

 

 

proprietary information of Tesla.

 

 

 

 

 

 

TOTAL

 

 

 

 

$0.00

 

EXPAND AS NECESSARY OR CAN BE REPLACED BY SEPARATE DOCUMENT

 

 

Attachment “E”

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

 


 

 

Confidential Treatment Requested by Tesla Motors, Inc.

Tesla Gigafactory

Projected Manpower Phase 1 - Phase 5

Yates Construction Company

October 21, 2014

 

 

2014

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sep

 

Oct

 

Nov

 

Dec

 

Jan

 

Feb

 

Mar

 

Apr

 

May

 

Jun

 

Jul

 

Aug

 

Sep

 

Oct

 

Nov

 

Dec

 

Jan

 

Feb

 

Mar

 

Apr

 

May

 

Jun

 

Jul

 

Aug

 

Sep

 

Oct

 

Nov

 

Dec

 

Jan

 

Feb

 

Mar

 

Apr

 

May

 

Jun

 

Jul

 

Aug

 

Sep

 

Oct

 

Nov

 

Dec

 

Total
Tradesmen

 

Avg.
Tradesmen

 

Phase 1

45

105

203

430

580

868

1135

1295

1359

1119

989

389

208

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8725

671

Phase 2

 

 

 

100

195

322

430

652

802

960

1050

1068

897

739

429

183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7827

602

Phase 3

 

 

 

 

 

 

 

120

180

340

350

589

890

1100

1245

1388

1100

898

430

209

80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8919

637

Phase 4

 

 

 

 

 

 

 

 

44

86

116

434

580

811

1101

1250

1100

1034

908

845

690

589

403

345

276

118

74

26

 

 

 

 

 

 

 

 

 

 

 

 

10830

542

Phase 5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26

44

89

143

208

266

340

350

589

890

920

1034

821

733

510

333

140

7436

437

Total

45

105

203

530

775

1190

1565

2067

2385

2505

2505

2480

2575

2650

2775

2821

2200

1932

1338

1054

770

589

403

371

320

207

217

234

266

340

350

589

890

920

1034

821

733

510

333

140

43737

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals

Sep

Oct

Nov

Dec

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

Jan

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

 

 

 

45

105

203

530

775

1190

1565

2067

2385

2505

2505

2480

2575

2650

2775

2821

2200

1932

1338

1054

770

589

403

371

320

207

217

234

266

340

350

589

890

920

1034

821

733

510

333

140

 

 

 

 

 

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

 


 

 

Confidential Treatment Requested by Tesla Motors, Inc.

CLIENT CONFIDENTIAL

Tesla Gigafactory

Projected Manpower – [***]

Yates Construction Company

October 20, 2014

Average Cost Per Manhour

October 20, 2014

 

 

Laborer

Mason

Operator

Carpenter

Ironworker

Roofer

Electrician

Pipefitter

Sheet Metal

Plumber

Boilermaker

Average

1

Base Wage

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

2

Labor Burdens

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

3

Overtime [***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

4

TOTAL LABOR RATE

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

 

 

Addendum 3.1

-1-

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

 


 

Confidential Treatment Requested by Tesla Motors, Inc.

CLIENT CONFIDENTIAL

Tesla Gigafactory

Projected Manpower – [***]

Yates Construction Company

October 20, 2014

 

 

Storey County Classifications

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

Total
Tradesmen

Avg.
Tradesmen

1

AIR BALANCE TECHNICIAN

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

2

ALARM INSTALLER

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

3

BOILERMAKER

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

4

BRICKLAYER

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

5

CARPENTER

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

6

CEMENT MASON

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

7

ELECTRICIAN–COMMUNICATION TECH.

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

8

ELECTRICIAN–LINE

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

9

ELECTRICIAN–NEON SIGN

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

10

ELECTRICIAN–WIREMAN

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

11

ELEVATOR CONSTRUCTOR

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

12

FENCE ERECTOR

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

13

FLAGPERSON

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

14

FLOOR COVERER

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

15

GLAZIER

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

16

HIGHWAY STRIPER

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

17

HOD CARRIER–BRICK MASON

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

18

HOD CARRIER–PLASTERER TENDER

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

19

IRON WORKER

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

20

LABORER

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

21

MECHANICAL INSULATOR

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

22

MILLWRIGHT

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

23

OPERATING ENGINEER

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

24

OPERATING ENG. STEEL FAB/ERECTOR

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

25

OPERATING ENGINEER–PILEDRIVER

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]