FIRST SOLAR TERMINATION AGREEMENT.PDF

TERMINATION AGREEMENT FOR ECONOMIC DEVELOPMENT
FUNDING AGREEMENT BETWEEN MARICOPA COUNTY,
ARIZONA AND FIRST SOLAR, INC.
This Termination Agreement for Economic Development Funding Agreement (this
"Tetmination Agreement") between Maricopa County, Arizona, acting by and through its
governing body, the Board of Supervisors ("County") and First Solar, Inc., a Delaware
corporation authorized to do business in the State of Arizona ("First Solar") is made as of
October , 2013 (the "Effective Date").
RECITALS
A. County and First Solar entered into that certain Economic Development Funding
Agreement dated April 20, 2011 (the "Agreement"), pertaining to First Solar's creation of jobs
within Maricopa County and County's provision of economic development assistance as
provided pursuant to the Agreement. The Agreement contemplated First Solar's purchase of real
property in Mesa, Arizona and its development of a photovoltaic solar module manufacturing
facility and technology campus on the property (the "Project").
B. First Solar acquired the real property as described in the Agreement and invested
over $155,000,000 in the construction of Phase One of the Project.
C. Since September 31, 2009, First Solar also has created 539 jobs in Maricopa
County with an average salary of approximately $124,313.41
D. Notwithstanding First Solar's investment in the Project and its creation and
retention of significant jobs in Maricopa County, due to various business and economic factors,
First Solar has elected to defer commencement of manufacturing within Phase One of the
Project. In view of the changed circumstances, First Solar and County now desire to terminate
the Agreement on the terms and conditions set forth in this Termination Agreement.
NOW THEREFORE, First Solar and County agree as follows:
1. Defined Terms. Capitalized words and phrases shall have the meanings specified
in the Agreement unless otherwise defined in this Termination Agreement.
2. Termination of Agreement. The Agreement and every provision thereof shall
tell Unate and be of no further force or effect as of the Effective Date.
3. Termination of Liability. Neither First Solar nor County shall have any further
liability or obligation to the other under the Agreement from and after the Effective Date.
4. Mutual Release. First Solar and County hereby release and forever discharge
each other and their respective past, present and future Related Parties of and from any and all
past, present or future claims, demands, causes, actions, expenses or compensation of any nature
whatsoever, whether based in tort, contract, equity or other theories of recovery, and whether for
nominal, compensatory or punitive damages, which any party now has or may hereafter accrue
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on account of or in any way growing out of the Agreement; provided, however, that such release
and discharge shall not apply to and the parties fully reserve all rights with respect to the
enforcement of the terms of this Termination Agreement. "Related Parties" means with respect
to any entity, the officers, directors, shareholders, partners, members, employees, agents
affiliates, subsidiaries, predecessors, assigns, and attorneys of such entity, and with respect to
any person, the personal representatives, heirs, successors, assigns, executors and attorneys of
such person:
5. Binding Effect. This Termination Agreement shall be binding upon, and inure to
the benefit of the parties hereto and their respective successors and assigns.
6. Entire Agreement; Construction. This Termination Agreement constitutes the
entire agreement of First Solar and County regarding the subject matter hereof, and all prior
understandings, representations, warranties, agreements, arrangements and negotiations are
superseded hereby. This Termination Agreement shall be construed in accordance with the laws
of the State of Arizona.
7. Attorneys' Fees. Should either party institute any legal action or proceeding to
enforce the provisions of this Termination Agreement, the prevailing party shall be entitled to
recover its reasonable attorneys' fees and costs incurred in connection with the exercise of its
rights and remedies hereunder as well as court costs and expert witness fees as the court shall
determine.
8. Counterparts. This Termination Agreement may be signed in counterparts each of
which when taken together shall constitute one agreement.
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FIRST SOLAR, INC.
By: 4-17/
Name:/iii Lip T Date
Title: t c 6&-51-;
MARICOPA COUNTY BOARD OF
SUPERVISORS
By:
Name: Date
Title: Chairman
ATTEST
By:
Name:
Title: Clerk of the Board
APPROVED AS TO FORM
By:
Name: Date
Title: Legal Counsel for the Board of Supervisors
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