2007-IDA-45 Calpine Operating Services Company, Inc

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1.. A Board of Arb~.tratnrs shall be created composed of one person named by Company, one by City, and a third to be named by those two. In case of no agreement on this arbitrator in 3.© days, the parties will join in a written request that the Chief nudge of the U.S. District Court for the Southern District of Texas appoint the third arbitrator who, (as the "Impartial Arbitrator") shall preside over the arbitration proceeding. The sale issue to be determined in thg arbitration shall be resolution of the difference between the parties as to the fair market value of Company's property for calculation of the "in lieu" payment and total payment hereunder fox the year in question. The Board shall hear and consider alI relevant and material evidence on that issue including expert opinion, and shall render its written decision as gromptly as practicable. That decision shall then be final and binding upon the parties, subject only to judicial. review as may be available under the Texas General Arbitration Act (Chapter 3.71, "General Arbitration", Texas Civii Practice and Remedies Code}. Casts of the arbitration shall be shared equally by the Company and the city, provided that each party shall bear its own attorneys fees. 'SIT T . City shall be entitled to a tax lien nn Company's above described property, all improvements thereon, and all tangible personal property thereon, in the event of default in payment of 'rin lieu of taxes" payments hereunder, which shall accrue penalty and interest in like manner as delinquent taxes, and which shall be collectible by City in the same manner as provided by law for delinquent taxes. VYZT. This Agreement shall inure to the benefit of and be binding upon City and Company, and upon Company's successors and assigxts, affiliates and subsidiaries, and shall remain in force whether Comgar~y oeils, assign, ur iil airy other i'iiaiu'lEr dispisScs Of, citiier voluntarily or by operation of law, all or any part of the property belonging to it within the territory hereinabave described, and the agreements herein contained shah be held to be covenants running with the Land owned by Company situated within said territory, for sn long as this Agreement or any extension thereof remains in farce. Company shall. give City written notice within ninety (90} days, with full garticulars as to property assigned and identity of assignee, of any disposition of the Land, and assignment of this Agreement. TX, If City enters into an Agreement. with any other landowner with respect to an industrial distr~.ct or enters into a renewal. of any 8