Construction must begin by December 31, 2026; the first building must be substantially completed by December 31, 2027, and all phases by December 31, 2030. Limited extensions are allowed: up to 12 months for the first building due to unforeseen economic conditions and one additional year for final completion due to specified events beyond the owner's reasonable control.

Each later phase must begin within 12 months after substantial completion of the previous phase; otherwise, that phase and future phases are excluded from the agreement unless the agreement is amended.

Each building or phase must meet a minimum investment of $125 million, and the project must make at least $500 million in total new investment.

Only property located within the reinvestment zone, eligible for tax abatement, meeting the Texas Tax Code definitions, and constructed or installed after the Commissioners Court approves the agreement qualifies as an improvement under the agreement.

Construction must follow plans and specifications prepared by a Texas-licensed engineer or architect and comply with all applicable federal, state, and local laws, regulations, and permits.

The County may review plans and specifications and inspect the improvements to verify construction, operations, compliance, representations, and appraised-value information.

The owner must provide the County with an approved Road Use Plan at least 15 days before construction begins, including the expected construction date, responsible representative, site plan, access points, and proposed county-road widening.

Use of county roads is subject to access, signage, closure-notice, and repair requirements. Road closures related to construction require at least 72 hours' notice, and vehicles or equipment with metal tracks may not use county roads.

The County and owner must conduct preconstruction and post-construction road-condition surveys. The owner must repair construction-related damage, and if it fails to do so within 60 days after demand, the County may perform the work and charge the owner, including a $250-per-week late penalty for unpaid reimbursement.

The owner may not widen or change the course of a county road without County consent, which may be granted or denied in the County's sole discretion.

The owner must maintain specified insurance during the abatement and continued-operations periods, including at least $5 million in commercial general liability coverage, $1 million in employer liability coverage, and $25 million in excess or umbrella liability coverage, plus property insurance.

The owner must provide at least 30 new full-time jobs per building by the end of the fifth year of the first building's abatement period and maintain average annual payroll of at least $3 million per building.

The owner must provide on-site fire-response training before the abatement begins and annually thereafter during the abatement, the continued-operations period, and while the improvements remain operational. The training must address emergency plans, facility and suppression systems, specialized equipment, safety data sheets, schematics, and shutdown procedures.

The owner must continue commercially reasonable operations for 10 years after the abatement period ends. A breach can trigger recapture of all abated taxes.

The owner must file annual compliance certifications with the County by February 1 and separate annual tax-abatement applications with the Appraisal District, currently due April 30. Failure to submit the County certification is a breach.

The owner must continue to own the reinvestment-zone real property in fee simple during the abatement period; if it stops doing so, no abatement is granted until verifiable fee-simple ownership is restored.

The owner must use commercially reasonable efforts to use Guadalupe County contractors and vendors, hold two job fairs in Seguin, publish job-fair notices in the Seguin Gazette, and publish notice of the first full-time on-site positions.

A default can result in termination, loss of future abatements, recapture of abated taxes, statutory tax remedies and liens, foreclosure, and litigation. Monetary defaults generally have a 30-day cure period; nonmonetary defaults generally have 30 days, extendable up to 180 days if cure is begun and diligently pursued.

Assignment of the agreement or improvements generally requires County consent, 45 days' advance notice, financial and compliance information about the proposed assignee, an assumption addendum, insurance proof, and payment of County expenses. Assignment to a nontaxable entity is prohibited, with exceptions for certain mortgagee and affiliate transfers.

The owner must reimburse the County $15,000 for attorney fees and expenses incurred in negotiating and preparing the agreement, payable within 180 days after the effective date.

The public notice for the CloudBurst tax-abatement agreement stated that the agreement could not be presented to the Commissioners Court until at least 30 days after the notice was filed with the County Clerk.

The County grants a property-tax abatement on qualifying improvements of 90% for years 1–5, 80% for year 6, 70% for year 7, 60% for year 8, 50% for year 9, and 40% for year 10 for each qualifying building or phase. The abatement excludes applicable lateral-road taxes and applies only to County taxes. The County will abate 90% ... for years 1 through 5

The abatement is available separately for each building or phase for ten years, provided that the particular phase meets the $125 million minimum investment requirement; the agreement requires at least $500 million in total new investment. The abatement period will be ten (10) years on each building/phase basis

The owner may choose, in its sole discretion, to start the abatement period before the ordinary start date by delivering a Notice of Abatement Commencement, allowing earlier use of the incentive after a building's certificate of occupancy. Owner may, in its sole discretion, deliver

The agreement permits phased construction through 2030 and allows extensions: up to one year for the first building because of unforeseen economic conditions, and a one-time one-year extension for completing all phases because of permitting delays, equipment shortages, construction delays, or other circumstances beyond the owner's reasonable control. The County may not unreasonably withhold the latter extension. The County shall not unreasonably withhold

The project may contain more or fewer buildings than the estimated ten-building plan, and changes to the kind, number, or location of improvements within the reinvestment zone do not constitute a default if the required construction and abatement conditions are met. There could be more or less than expected

The eligible improvements definition covers a broad range of data-center buildings, infrastructure, power systems, cooling and HVAC systems, servers, networking equipment, backup systems, and other personal property owned or leased by the owner or its tenants. Any other personal property, equipment, or systems

Because the planned improvements are located in an existing Enterprise Zone, the agreement treats the area as an existing reinvestment zone and states that a separate reinvestment-zone creation process is not required. The Reinvestment Zone creation process is not required

The owner is not automatically in default for a governmental fine or penalty if it makes commercially reasonable efforts to remedy the violation or properly contests whether a violation occurred. Owner shall not be in default

The agreement provides construction-related road support and protections: the County must approve a Road Use Plan, the owner may request County consent to widen or alter County roads, and the owner is responsible for repairing construction damage. Owner shall submit and thereafter obtain the written approval

Force majeure excuses certain delayed or prevented non-monetary obligations caused by events beyond the owner's control, including natural disasters, war, labor disputes, and qualifying changes in government law or regulation. It does not suspend specified obligations such as continued operations, job creation, road obligations, insurance, or indemnity, and it does not extend the ten-year abatement period. Owner's performance of any non-monetary obligations

The owner may mortgage or otherwise encumber the improvements and related leases for financing without further County consent, and a disclosed lender receives default notices and may cure defaults in the same manner as the owner. Owner may, without any further consent from the County, mortgage

Transfers to an affiliate in connection with transferring improvements or facilities do not require County consent, and assignments connected with lender foreclosure or a conveyance in lieu of foreclosure also do not require consent. Other assignments generally require County consent and specified financial, compliance, and insurance information. An assignment of the Agreement ... to an Affiliate of Owner

The owner receives a 30-day cure period for monetary defaults and generally 30 days, extendable up to 180 days, for non-monetary defaults that cannot reasonably be cured within 30 days, before the County may pursue termination and recapture remedies. Owner shall cure such default within 30 calendar days

The agreement requires the County to allow reasonable inspections while limiting inspections to necessary information, providing advance notice, avoiding unreasonable interference, and allowing the owner time to review and redact trade secrets and proprietary information to the extent permitted by law. The County agrees to provide Owner with at least three (3) business days

The project is limited to an industrial data center and related improvements; residential or other inconsistent uses make the Development Agreement null and void and subject the property to the County Code. residential use ... is null and void

The County retains exclusive authority to review and approve plats, subdivision construction plans, building improvements, and septic-system installation and operation. exclusive jurisdiction over

Development applications must comply with applicable federal and state requirements, including regulations that may be imposed later because of state or federal mandates, court orders, or imminent threats to human safety or property. regulations mandated by state or federal law

The Owner must pay the County's standard application, review, development, permitting, and administrative fees. standard application, review and development

Structures on property abutting a County right-of-way must be set back at least 100 feet from the right-of-way property line. one hundred (100) feet

Water must be supplied by Crystal Clear Special Utility District, wastewater must use on-site sewage facilities, and the data center's primary power must be generated behind the meter using natural-gas turbines or fuel-cell technology, subject to the agreement's stated exceptions. water service shall be provided

Trash and recycling must be obtained from a third-party provider not associated with the County. third-party provider not associated with the County

Land listed in the Development Agreement that the Owner has not acquired by recorded deed by the second anniversary of the Commissioners Court's initial approval is automatically excluded; adding excluded or contiguous land requires a Commissioners Court-approved addendum. automatically excluded from this Agreement

Amendments and additions affecting the property require written agreements or addenda approved by the Commissioners Court and signed by the required owners. approved by the Commissioners Court

For tax-abatement eligibility, construction must begin by December 31, 2026; the first building must be substantially complete by December 31, 2027, subject to a possible one-year economic-conditions extension; all phases must be substantially complete by December 31, 2030, subject to a possible one-year extension approved for specified delays. Construction ... will begin not later than December 31, 2026

Each phase or building must represent at least $125 million in investment, and the project must make at least $500 million in total new investment to qualify under the tax-abatement agreement. Total Minimum New Investment

The Owner must maintain commercially reasonable operation of the improvements for 10 years after the abatement period ends; breach can trigger recapture of all abated taxes. continue commercially reasonable operation

The project must provide an average of at least 30 new full-time jobs per building by the end of the fifth year of the first building's abatement period, with average annual payroll of at least $3 million per building. at least an average of 30 new full-time jobs per building

The Owner must submit an annual compliance certification to the County by February 1 and file a separate annual tax-abatement application with the appraisal district, currently due April 30; failure to certify is a breach. annually certify in writing

Before construction, the Owner must submit a County Road Use Plan at least 15 days in advance and obtain written Commissioners Court approval. submit and thereafter obtain the written approval

The Owner must survey County roads before construction, repair construction-related damage, obtain approval before road repairs or widening, provide at least 72 hours' notice of closures, and may not use equipment with metal tracks on County roads. Owner shall repair any damage to County Roads

The Owner must maintain specified insurance during the abatement and continued-operations periods, including $5 million per occurrence in general liability, $25 million in excess or umbrella liability, workers' compensation, and property insurance. not less than Five Million Dollars

The Owner must provide specialized fire-suppression equipment and conduct on-site fire-response training for County and fire-department personnel before the abatement begins and annually thereafter while the facilities remain operational. provide on-site training

The County may conduct reasonably necessary inspections and obtain information about construction, operation, compliance, and appraised value during the abatement, continued-operations, and useful-life periods, with at least three business days' notice for on-site inspections. right to inspect the Improvements

The Owner must continue paying all applicable taxes before delinquency, comply with annual exemption filings, and may lose the abatement or face recapture of abated taxes after an uncured default. payment by Owner, prior to delinquency, of all taxes

The Owner must pay $15,000 to reimburse the County for legal fees and expenses connected with negotiating and preparing the tax-abatement agreement, in addition to the $1,000 nonrefundable application fee identified in the application. $15,000

The Owner must own the real property in fee simple during the abatement period; if it ceases to do so, no abatement is granted until verifiable fee-simple ownership is restored. own in fee simple

Assignments of the tax-abatement agreement generally require County consent, financial and compliance information about the assignee, an assumption addendum, proof of authority and insurance, and reimbursement of the County's expenses; transfers to a nontaxable entity are prohibited. no assignment or transfer shall be allowed to a Non-taxable Entity

The Owner receives vested development rights through the Agreement’s term, allowing development under the County Code in effect on the Effective Date; conflicting current or future County requirements are superseded, except for state or federal mandates and rules needed to prevent imminent harm. vested right to develop the Property

The County may not impose a building or development moratorium or regulations limiting the rate or timing of approvals for the Project during the Agreement’s term. will not impose any moratorium

The County has exclusive jurisdiction over plat, subdivision-plan, building-improvement, and septic-system approvals for the Property, avoiding overlapping municipal approval authority because the Property is outside municipal limits and extraterritorial jurisdiction. exclusive jurisdiction

The County must reasonably cooperate to process and review Project development applications expeditiously. expeditiously process and review

The Owner may appeal certain Environmental Health Department or County Engineer decisions to the Commissioners Court, which can supersede the prior administrative action if it overturns the decision. appeal to the Commissioners Court

Application, review, development, permitting, and administrative fees are limited to the County’s standard fees applicable to other County developments as of the Effective Date. standard application, review and development

The Agreement specifies operational utility arrangements: water from Crystal Clear Special Utility District, wastewater through on-site sewage facilities, commercially sourced water for closed-loop chip cooling, and primary power generated behind the meter using natural-gas turbines and fuel-cell technology. Water service shall be provided

The County agrees to provide firefighting, emergency medical, and law-enforcement services through identified County providers, including Guadalupe County Fire & Rescue, the County’s contracted EMS provider, and the Sheriff’s Office. County shall provide firefighting services

The County confirms approval of the industrial data-center Project and permits its development on the Property and additional adjoining land brought into the County’s jurisdiction, although residential development is excluded. County hereby confirms its approval of the Project

The Development Agreement runs with the land, binds successors and future owners, and is supported by a recordable memorandum, preserving the development framework after ownership changes. covenants running with the land

The Development Agreement remains effective during its term even if the Property is later annexed or zoned, and it controls over conflicting County Code provisions. remain in effect for the Term

The Development Agreement initially lasts ten years and provides for additional extensions, including two five-year extensions subject to active development and language providing for later automatic fifteen-year extensions if development progress is made. continue until a date which is ten (10) years

The tax abatement reduces County taxes on qualifying Improvements and Facilities by 90% in years 1–5, then 80%, 70%, 60%, 50%, and 40% in years 6–10 for each qualifying building or phase. abate 90%

Each building or phase can receive a ten-year abatement if it obtains a certificate of occupancy or otherwise triggers the commencement provision and meets the minimum investment requirement of at least $125 million; the Agreement also requires at least $500 million in total new investment. ten (10) years on each building/phase basis

The tax-abatement definition of Improvements includes data-center buildings, power-generation and electrical infrastructure, cooling and HVAC systems, fire-suppression systems, servers, networking equipment, backup power systems, and other eligible personal property installed after County approval. computer servers and server racks

The tax-abatement construction schedule allows a twelve-month owner-elected extension for completing the first phase because of unforeseen economic conditions and permits a one-time one-year extension for completing all phases when delays are beyond the Owner’s reasonable control, subject to County consent not being unreasonably withheld. extended by no more than twelve (12) months

The tax-abatement agreement permits financing liens and gives mortgagees notice and cure rights for defaults, supporting construction and operational financing; assignments connected with mortgagee foreclosure or conveyance in lieu of foreclosure do not require County consent. Mortgagee Protection