Dan Eldridge From: Alicia Summers Sent: Tuesday, December 23, 2014 4:37 PM To: Dan Eldridge; Mitch Miller Subject: FW: Project X Dan/Miteh: ‘The latest conversation with John Austin (yesterday afternoon): 1. A 30 day extension was proposed by the company's egal counsel recently — the company would prefer not to exercise that option although it is a possibility. 2. The company has been discussing signing a letter of intent contingent on approval of the incentive package by the County Commission and the JC 1D8, ‘As we discussed yesterday, the company is looking for us to give them some sort of comfort level with regard to ‘approval from the County Commission and the IDB. Additionally, hn has posed some additional questions (below) I'd like to have your input on. t've highlighted my responses in red. Please let me know what you both think ~ and Ill send our responses back to John. Alicia HEHEHE HEHEHE John: ‘As we discussed yesterday, we'd ike to follow protocol with regard to the County Commission and take the project to the Commission for vote on January 26. We realize that the company isin a position where they need to either extend their lease or exercise their option to purchase. After talking with Mayor Eldridge, we are hopeful that the company will decide to either exercise a 30 day extension on the option or, as we also discussed yesterday, the company will sign a letter of intent with contingencies. In that regard, we'd also suggest that if the company elects to sign a letter of intent, that they consider an assignable purchase agreement with a closing in 90 days. "ve highlighted our answers below in red —with the exception of #3. Alicia T. Summers Business Development Director Washington County Economic Development Council (423) 794-9173 Summers@TheWCEDC.com “We're Building Momentum” www TheWCEDC.com www facebook.com/WCEDC From: John R Austin [mailto:John Austin@ey.com] Sent: Monday, December 22, 2014 1:40 PM To: Alicia Summers Subject: Project XAlicia lt was good to talk to you. Per our conversation, please see below questions: 1. Real Property Tax Benefit- Does the Company get the benefit of not paying real property tax on improvements only or the existing land/building plus improvements? No real property tax on existing land/building and no real property tax on improvements for 15 years 2. Improvements to Building- 2, Ifthe Company adds to/improves the building and subsequently has to leave after 6, 7 or 8 years, is the ‘Company paid back by the IDB for those improvements? b. Ifo, how do we determine the value of those improvements? 3. Clawback/Penalty- For the below benefits, what is the exact prospective penalty and/or clawback (Ill send over the scaled penalty example in a subsequent e-mail)? a. Lease discount- b. Real property tax benefit- ©. Personal property tax benefit- 4. Timing- @. What's the exact process for approval (e.g., IDB only? IDB followed by County? County followed by 1DB?)? The Washington County Commission will meet on the 4" Monday (January 26) in January for vote. The IDB will have a special called meeting on Tuesday, January 27. b. What's the exact timing? We can contact you immediately following the IDB meeting on January 27. Thanks, Alicia- John John R. Austin | Indirect Tax lErnst& Young LLP [150 Fourth Avenue North, Suite 1400, Nashville, TN 37219, United States of America .615-78246711 | Cel: 859-609-3108 | John Austin@ev com 855.744.1408, Itodawey.com EY Any tax advice in this e-mail should be considered in the context of the tax services we are providing to you. Preliminary tax advice should not be relied upon and may be insufficient for penalty protection. The information contained in this message may be privileged and confidential and protected from disclosure. If the reader of this message is not the intended recipient, or an employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the message and deleting it from your computer. Notice required by law: This e-mail may constitute an advertisement or solicitation under U.S. law, if its primary purpose is to advertise or promote a commercial product or service. You may choose not to receive advertising and promotional messages from Emst & Young LLP (except for EY Client Portal and the ey.com website, which track e-mail preferences through a separate process) at this e-mail address by forwarding this message to no-more-mail@ey.com. If you do so, the sender of this message will be notified promptly. Our principal postal address is 5 Times Square, New York, NY 10036, Thank you. Emst & Young LLP ri