City Council

October 30, 2020 STATE OF ALABAMA, LIMESTONE COUNTY, CITY OF ATHENS. The City Council of the City of Athens, Alabama met in a special session at the Athens Municipal Building, 200 Hobbs Street West, Athens, Alabama, on October 30, 2020 at 2:00 p.m. A special meeting of the Limestone County Commission was conducted simultaneously at the same time and in the same location. The City Council meeting was called to order by Frank Travis, President of the Council. Upon roll call, the following were found to be present: Councilmembers Harold Wales, Wayne Harper, Frank Travis, Dana Henry and Chris Seibert. Mayor Marks led the Pledge of Allegiance. Annette Barnes, City Clerk, was present and recorded the minutes of the meeting. Harold Wales offered the invocation. The Chairperson stated that a quorum was present and that the meeting was open for transaction of business. President Travis welcomed the County Commission, and temporarily paused the business of the City Council meeting while the County Commission called its own meeting to order and called roll. Then, President Travis resumed the business of the City Council. Councilman Harper introduced the following ordinance: ORDINANCE NUMBER 2020 - 2141 AN ORDINANCE ANNEXING CERTAIN PROPERTY OWNED BY RED STICK PARTNERS, LLC _____________________________________________________________________ WHEREAS, Red Stick Partners, LLC, being the owner of all of the real property hereinafter described, did file with the City Clerk a petition asking that the said tract or parcel of land be annexed to and become a part of the City of Athens; WHEREAS, said petition did contain the signature of the authorized representative of the owner of the described territory and a map of said property showing its relationship to the corporate limits of the City of Athens, Alabama; and WHEREAS, the Athens City Council did determine that it is in the public interest that said property be annexed into the City of Athens, and it did further determine that all legal requirements for annexing said real property have been met pursuant to §§ 11-42-20 through 11-42-24 of the Code of Alabama. THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ATHENS, ALABAMA, on October 30, 2020, at 2:00 p.m., as follows: Section 1. The City Council of the City of Athens, Alabama, finds and declares as the legislative body of the City that it is in the best interest of the citizens of the City, and the citizens of the affected area, to bring the territory described in Section 2 of this Ordinance into the City of Athens.  Section 2. The boundary lines of the City of Athens, Alabama, be, and the same are hereby altered or rearranged so as to include all of the territory heretofore encompassed by the corporate limits of the City of Athens, Alabama, and in addition thereto the property described below: The following described real estate, lying and being in Limestone County, Alabama, and described as follows, to-wit: TRACT 1 LESS AND EXCEPT THE FOLLOWING (a) The following real property:  AND (b) That portion of Tract 1 that lies within 500 feet of the North boundary of Section 2, Township 4 South, Range 4 West (the Huntsville-Brownsferry Road) (as such property already lies within the corporate limits of the City of Athens, Alabama). Section 3. This Ordinance shall be published as provided by law, and a certified copy of same, together with certified copies of the petition of the property owner, shall be filed with the Probate Judge of Limestone County, Alabama. Section 4. The territory described in this Ordinance shall become a part of the corporate limits of Athens, Alabama, upon publication of this Ordinance as set forth in Section 3, above. ADOPTED this the 30th day of October, 2020. /s/ Frank Travis PRESIDENT, CITY COUNCIL, CITY OF ATHENS, ALABAMA /s/ William R. Marks MAYOR, CITY OF ATHENS, ALABAMA ATTEST: /s/ Annette Barnes CITY CLERK, CITY OF ATHENS, ALABAMA Councilmember Wales moved that unanimous consent be given for immediate consideration of and action on said ordinance, which motion was seconded by Councilmember Seibert, and upon the said motion being put to vote the following vote was recorded: YEAS: Councilmembers Seibert, Wales, Travis, Henry and Harper; NAYS: None. The President thereupon declared that the motion for unanimous consent for immediate consideration of and action on the said ordinance had been unanimously carried. Councilmember Harper thereupon moved that the ordinance be finally adopted, which motion was seconded by Councilmember Wales and upon the said motion being put to vote the following vote was recorded: YEAS: Councilmembers Seibert, Wales, Travis, Henry and Harper; NAYS: None. The President thereupon announced that the motion for the adoption of the said ordinance had been unanimously carried. Councilman Seibert introduced the following ordinance: ORDINANCE NUMBER 2020 - 2142 AN ORDINANCE CONFIRMING THE ANNEXATION OF CERTAIN PROPERTY OWNED BY RED STICK PARTNERS, LLC _____________________________________________________________________ WHEREAS, the real property described herein was previously annexed into the City of Athens, Alabama over twenty years ago by the petition of a prior owner of the property and the consent of the City Council of the City of Athens, Alabama; WHEREAS, Red Stick Partners, LLC, has filed a petition with the City Clerk to the Mayor and City Council of the City of Athens, Alabama, seeking to ratify and confirm that prior annexation, or alternatively to annex in the event of any unconfirmed deficiency therewith, to establish beyond certainty that the hereinafter described property lies within the corporate limits of the City of Athens, Alabama under the provisions of §§ 11-42-20, et seq. of the Code of Alabama; WHEREAS, Red Stick Partners, LLC, is the owner of all of the real property hereinafter described; WHEREAS, said petition did contain the signature of the authorized representative of the owner of the described territory and a map of said property showing its relationship to the corporate limits of the City of Athens, Alabama; and WHEREAS, the Athens City Council did determine that it is in the public interest that said property be confirmed as a part of the City of Athens, or alternatively to annex in the event of any unconfirmed deficiency therewith, to establish beyond certainty that the hereinafter described property lies within the corporate limits of the City of Athens, Alabama pursuant to §§ 11-42-20 through 11-42-24 of the Code of Alabama. THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ATHENS, ALABAMA, on October 30, 2020, at 2:00 p.m., as follows: Section 1. The City Council of the City of Athens, Alabama, finds and declares as the legislative body of the City that it is in the best interest of the citizens of the City, and any citizens of the affected area, to confirm that the territory described in Section 2 of this Ordinance is a part of the corporate limits of the City of Athens, or alternatively, in the event of any unconfirmed deficiency with respect to the prior annexation, to bring the territory described in Section 2 of this Ordinance into the City of Athens. Section 2. The boundary lines of the City of Athens, Alabama, include, or alternatively, the same are hereby altered or rearranged so as to include, all of the territory heretofore encompassed by the corporate limits of the City of Athens, Alabama, and in addition thereto the property described below:  The following described real estate, lying and being in Limestone County, Alabama, and described as follows, to-wit: LESS AND EXCEPT any portion of the above-described real property lying within a public right of way. Section 3. This Ordinance shall be published as provided by law, and a certified copy of same, together with certified copies of the petition of the property owner, shall be filed with the Probate Judge of Limestone County, Alabama. Section 4. The territory described in this Ordinance shall be confirmed as a part of the corporate limits of Athens, Alabama, or alternatively, shall be included as a part thereof, upon publication of this Ordinance as set forth in Section 3, above. ADOPTED this the 30th day of October, 2020. /s/ Frank Travis PRESIDENT, CITY COUNCIL, CITY OF ATHENS, ALABAMA /s/ William R. Marks MAYOR, CITY OF ATHENS, ALABAMA ATTEST: /s/ Annette Barnes CITY CLERK, CITY OF ATHENS, ALABAMA Councilmember Harper moved that unanimous consent be given for immediate consideration of and action on said ordinance, which motion was seconded by Councilmember Henry, and upon the said motion being put to vote the following vote was recorded: YEAS: Councilmembers Seibert, Wales, Travis, Henry and Harper; NAYS: None. The President thereupon declared that the motion for unanimous consent for immediate consideration of and action on the said ordinance had been unanimously carried. Councilmember Seibert thereupon moved that the ordinance be finally adopted, which motion was seconded by Councilmember Wales and upon the said motion being put to vote the following vote was recorded: YEAS: Councilmembers Seibert, Wales, Travis, Henry and Harper; NAYS: None. The President thereupon announced that the motion for the adoption of the said ordinance had been unanimously carried. Councilman Wales introduced the following resolution:  RESOLUTION NUMBER 2020 - 1719 A RESOLUTION APPROVING AN ECONOMIC DEVELOPMENT PROJECT WITH BUC-EE’S ALABAMA II, LLC _______________________________________________ WHEREAS, Buc-ee’s Alabama II, LLC (the “Company”) proposes to develop a Buc-ee’s Athens travel center on certain real property located within the corporate limits of the City of Athens at the southeastern corner of the intersection of Huntsville-Brownsferry Road and I-65 (the “Project”); WHEREAS, the City Council (the “Council”) of the City of Athens (the “City”) has determined that it is in the City’s best interest to provide economic development incentives to the Company in order to facilitate the development, construction and establishment of the Project, and that such expenditure will serve a valid and sufficient public purpose, notwithstanding any incidental benefit accruing to the Company or any other private entities; WHEREAS, the Project is expected to result in the creation of approximately 170 new jobs (with an expected average annual payroll of no less than $7,000,000), contain improved retail space of approximately 53,000 square feet, involve a total expected capital investment by the Company of at least $35,000,000, and establish a unique retail destination immediately adjacent to a busy interstate exit in the city; WHEREAS, the Council wishes to extend economic development incentives to the Project; WHEREAS, the activities to be authorized by this resolution; the public benefits sought to be achieved thereby; and each individual, firm, corporation, and other business entity to whom or for whose benefit the City proposes to lend its credit or grant public funds or thing of value, have been described in reasonable detail and/or identified in a notice published in the Athens News Courier (which this City Council finds and determines is the newspaper having the largest circulation in the county or municipality), at least seven days prior to this meeting; WHEREAS, such public notice is attached to this Resolution as Attachment A and incorporated hereto as if set forth fully herein; and WHEREAS, the City and the Company wish to memorialize the terms of their agreement with respect to the development of the Project. THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ATHENS, ALABAMA on October 30, 2020, at 2:00 p.m., as follows: 1. The Mayor of the City is hereby authorized and directed, in the name of and for account of the City, to enter into a contract between the City and the Company, in substantially the same form as is attached hereto (and entitled the “Project Agreement”) as Attachment B, with such minor changes, additions thereto, or deletions therefrom as the Mayor shall approve, which approval shall be conclusively evidenced by his execution of such instrument. The City Clerk of the City is hereby authorized and directed to attest the same. 2. It is hereby determined that the expenditures of public funds for the purposes specified in this resolution (and in Attachment B) will serve valid and sufficient public purposes, including (i) promoting, improving and expanding economic and commercial development/activity, (ii) increasing the number and diversity of employment opportunities for citizens of the City, and (iii) enhancing the overall quality of life for the citizens of the City, notwithstanding any incidental benefit accruing to any private entity or entities. 3. The Mayor is authorized to take actions and execute such other and further documents as may be necessary to effect and carry out the transactions contemplated by this Resolution and/or the agreement referenced herein, including but not limited to authorizing the issuance of warrants; the expenditure and use of municipal funds as set forth in those agreements; and approving and executing further agreement(s) that are consistent with and involved in carrying out the transactions contemplated by this Resolution. 4. This Resolution shall become effective upon the Council’s adoption of an accompanying Ordinance directing and authorizing the Mayor to pay sales tax proceeds in the manner specified in the Project Agreement. ADOPTED this the 30th day of October, 2020. /s/ Frank Travis PRESIDENT, CITY COUNCIL, CITY OF ATHENS, ALABAMA ATTACHMENT 1 NOTICE OF PROPOSED ACTION AT PUBLIC MEETING Notice is hereby given that during a special meeting, which will be open to the public and will be held on October 30, 2020, at 2:00 P.M., Central Time, at the City Council Chambers at Athens City Hall, located at 200 Hobbs Street West, Athens, Alabama 35611, the City Council for the City of Athens, Alabama (the “City”) will consider adopting a resolution in connection with an economic development project, described in reasonable detail herein. The economic development project relates to Buc-ee’s Alabama II, LLC (the “Company”), which proposes to develop a Buc-ee’s Athens travel center (the “Travel Center”) on certain real property located within the city and at the southeastern corner of the intersection of Huntsville-Brownsferry Road and I-65 (the “Property”). The City believes that the proposed economic development project will create new jobs in the City, will generate additional tax revenues for the City, will increase commerce in the City and will generally promote the economic development of the City. It is anticipated that the project will (i) result in the creation of approximately 170 new jobs (with an expected average annual payroll of no less than $7,000,000), (ii) contain improved retail space of approximately 53,000 square feet, and (iii) involve a total expected capital investment by the Company of at least $35,000,000. The assistance described herein will encourage economic development and will constitute an economic development project for the City. The City’s granting of public funds or things of value as described herein will benefit the Company. The City Council will consider the adoption of a resolution authorizing the City of Athens to enter into a Project Agreement with the Company. Through the Project Agreement, the City would commit to extending public sewer service to the Property. To help facilitate this, and other public infrastructure in the area, the Company would pay the City $3,500,000.00, which the City would utilize to fund part of the cost of the design, development, and construction of that sewer project and public infrastructure. The Company’s payment would be secured by an irrevocable letter of credit. Thereafter, upon the opening of the Travel Center, the City would annually pay the Company in arrears: (a) an amount equal to one hundred percent (100%) of the proceeds from the City’s three-cent sales tax (levied pursuant to §§ 18-51 through 18-58 and §§ 18-351 through 18-356 of Chapter 18, Articles 2 and 9 of the City Code) actually received by the City from the Travel Center; and (b) an amount equal to one hundred percent (100%) of the proceeds from the City’s $.01 per gallon motor fuel tax (levied pursuant to §§ 18-131 through 18-141 of Chapter 18, Article 4 of the City Code) actually received by the City from the Travel Center. The Project Agreement would also provide that, once two-thirds (2/3) of the total, cumulative amount to be paid by the City to the Company from such sales tax payments equals $3,500,000.00 (essentially repaying the Company the $3,500,000.00 discussed above from a portion of the sales tax payments), then the City would reduce the amount of the payments to the Company and annually pay the Company in arrears: (a) an amount equal to one-third (1/3) of the proceeds from the City’s three-cent sales tax (levied pursuant to §§ 18-51 through 18-58 and §§ 18-351 through 18-356 of Chapter 18, Articles 2 and 9 of the City Code) actually received by the City from the Travel Center; and (b) an amount equal to one hundred percent (100%) of the proceeds from the City’s $.01 per gallon motor fuel tax (levied pursuant to §§ 18-131 through 18-141 of Chapter 18, Article 4 of the City Code) actually received by the City from the Travel Center. The City’s payment obligations described herein would be conditioned upon the Company’s opening and continued operation of the Travel Center on the Property. These payments discussed in this paragraph would extend for a total period of twenty (20) years from the date that the Travel Center opened for business. The Agreement would also provide that, for a period of twenty (20) years from the date of the Project Agreement, the Company would donate $35,000.00 annually to the City, to be used by the City for community groups, activities, and programs. The Company would also fund and construct an extension of Lindsay Lane intersecting with Huntsville- Brownsferry Road and proceeding south along the Property to the southern edge of the Travel Center development on the Property (in a manner that satisfies the City’s regulations and standards), and cause the same to be dedicated as a public roadway of the City. The Company will utilize the utility services of the City for its electrical, sewer, and gas needs at the Property. All of the foregoing would be described in greater detail in the Project Agreement. THE CITY COUNCIL OF THE CITY OF ATHENS, ALABAMA Publication: Thursday, October 22, 2020  ATTACHMENT 2 PROJECT AGREEMENT – CITY OF ATHENS AND BUC-EE’S ALABAMA II, LLC PROJECT AGREEMENT This Project Agreement (this “Agreement”) is entered into as of the date the Agreement is fully executed by both parties (the “Effective Date”), by and between the CITY OF ATHENS, ALABAMA, an Alabama municipal corporation (the “City”) and BUC-EE’S ALABAMA II, LLC, a foreign limited liability company operating under the laws of the State of Alabama, or its assigns (the “Company”). RECITALS: This Agreement relates to the following real property located within the corporate limits of Athens, Alabama (hereinafter referred to as the “Property”): SEE EXHIBIT A The Property is located at the southeast corner of the intersection of Huntsville-Browns Ferry Road and Interstate 65. The Property is owned by persons or entities operating in conjunction with, or under the control of and/or under contract with the Company. The Company expects and intends to develop a new Buc-ee’s travel center on the Property, and, in doing so, reasonably expects, based upon the Company’s experience in developing similar projects, that such development will (i) result in the creation of approximately 170 new jobs (with an expected average annual payroll of no less than $7,000,000), (ii) contain improved retail space of approximately 53,000 square feet, and (ii) involve a total expected capital investment by the Company of at least $35,000,000. The development, establishment, and operation of a Buc-ee’s travel center on the Property, as described above, is referred to throughout this Agreement as the “Project”. The Company’s conceptual design of the layout of the Project and its conceptual design of the related signage, as of the date of this Agreement, is shown as Exhibit A and Exhibit D hereto. The City has agreed, based upon the expectations set forth above and other benefits to the City, to assist the Company as provided herein. The Company has agreed to construct and establish the Project as provided herein. Pursuant to the applicable laws of the State of Alabama referenced herein and for the purposes referenced herein, the City and the Company have delivered this Agreement. The City has approved the transaction contemplated hereby after notice to the public in accordance with the requirements of Amendment 772 to the Constitution of Alabama, codified as § 94.01 of the Constitution of Alabama. NOW, THEREFORE, in consideration of the premises, the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree, as follows: I. DEFINITIONS In addition to other terms and definitions found throughout this Agreement, the following terms shall have the following meanings for purposes of this Agreement: “Commencement Date for Sales and Fuel Tax” shall mean the date that is the first day of the month following (a) the date of the City’s issuance of a municipal business license for the operation of the Project, or (b) the date that the Project is opened for regular business with the general public, whichever is later. “Annual Period” shall mean a period of twelve consecutive calendar months, commencing on the same day of the year as the Commencement Date for Sales and Fuel Tax. “City Sales Tax” for any Annual Period shall mean the existing privilege license tax levied by the City during such Annual Period pursuant to §§ 18-51 through 18-58 and §§ 18-351 through 18-356 of Chapter 18, Articles 2 and 9 of the City Code of the City (commonly called and referred to as the “City’s $.03 sales taxes”), or any substitute therefor, which consists of (i) a privilege or license (commonly called sales) tax on persons engaged in the business of selling at retail any tangible personal property within the City (subject to exemption of certain property as provided by law) or in the business of conducting places of amusement or entertainment within the City, generally measured by the gross sales or receipts of such businesses and (ii) an excise (commonly called a use) tax on the storage, use or other consumption of tangible personal property (subject to exemptions of certain property as provided by law) within the City, generally measured by the sales price of such property. “City Fuel Tax” for any Annual Period shall mean the existing motor fuel tax levied by the City during such Annual Period pursuant to §§ 18-131 through 18-141 of Chapter 18, Article 4 of the City Code of the City (commonly called and referred to as the “City’s $.01 per gallon motor fuel tax”), or any substitute therefor, which consists of a license tax on distributors or sellers of gasoline or motor fuel (subject to certain exemptions as provided by law). “City Sales Tax Proceeds” for any Annual Period shall mean and include all proceeds and receipts of the City Sales Tax actually received by the City from the Project. “City Fuel Tax Proceeds” for any Annual Period shall mean and include all proceeds and receipts of the City Fuel Tax actually received by the City from the Project. “City Sales and Fuel Tax Proceeds” for any Annual Period shall mean and include all proceeds and receipts of the City Sales Tax and the City Fuel Tax actually received by the City from the Project. “Enabling Law” shall mean, collectively, (1) § 94.01 of the Constitution of Alabama, and (2) § 11-47-2 of the Code of Alabama (1975). “Payment Date” shall be the same day of the year during each year of the Sales and Fuel Tax Term, beginning with the date that is fourteen (14) months after the Commencement Date for Sales and Fuel Tax, and being the same day of the year of each succeeding year. “3.5M Threshold Date” shall mean the date that two-thirds (2/3) of the total and cumulative amount of the City Sales Tax Proceeds that the City has actually received from the Project since the Commencement Date for Sales and Fuel Tax equals Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000). “Project City Sales and Fuel Tax Payments” shall mean: (a) until the 3.5M Threshold Date, one hundred percent (100%) of the City Sales and Fuel Tax Proceeds actually received by the City from the Project during the Annual Period for which such amount is determined, net of all reasonable costs incurred by the City to collect the City Sales and Fuel Tax Proceeds within the Project, until the 3.5M Threshold Date, and then, (b) with respect to any time after the 3.5M Threshold Date, the Project City Sales and Fuel Tax Payments shall mean: (i) thirty-three and 1/3 percent (33.333%) of that portion of the City Sales Tax Proceeds actually received by the City from the Project during (x) the remaining portion of the Annual Period following the 3.5M Threshold Date, and then (y) the following Annual Periods, and any portion of an Annual Period, for which such amount is determined, net of all costs incurred by the City to collect the City Sales Tax Proceeds within the Property until the Sales and Fuel Tax Termination Date; and (ii) one hundred percent (100%) of that portion of the City Fuel Tax Proceeds actually received by the City from the Project during (x) the remaining portion of the Annual Period following the 3.5M Threshold Date, and then (y) the following Annual Periods and any portion of an Annual Period, for which such amount is determined, net of all costs incurred by the City to collect the City Fuel Tax Proceeds within the Property, until the Sales and Fuel Tax Termination Date,  “Series 2020 Warrant” shall have the meaning set forth in Article III.F of this Agreement. “Sales and Fuel Tax Term” shall mean the period of time beginning on the Commencement Date for Sales and Fuel Tax, and ending on the Sales and Fuel Tax Termination Date. “Sales and Fuel Tax Termination Date” shall mean: (a) the day immediately following the first Payment Date that is twenty (20) years after the Commencement Date for Sales and Fuel Tax; or (b) if earlier than the date specified in clause (a) above, the date after the Commencement Date for Sales and Fuel Tax on which the Project (including but not limited to, a Buc-ee’s travel center as described in this Agreement) shall cease to operate or does not operate in the Property on a daily basis, except that if such cessation of operations shall be the result of fire, tornado, storm, or other hazard, pandemic, force majeure, or governmental action, the Sales and Fuel Tax Termination Date as so determined shall not occur unless the Buc-ee’s travel center has not resumed operations within six (6) months after the date of cessation of operations. II. SEWER PROJECT AND NEARBY PUBLIC INFRASTRUCTURE. A. Triggering Event for Agreement. The Company expects to soon acquire fee simple ownership of the Property such that it may carry out the Project. The Company shall promptly provide written notice to the City if and when it has acquired such ownership and shall note that it is providing such notice as required by this Article II(A) of the Agreement. However, if the Company does not acquire such ownership and provide such notice to the City within one hundred twenty (120) days of the Effective Date of this Agreement, then this Agreement shall be terminated and the Parties shall have no other obligations or duties arising hereunder. B. Sewer Project and Nearby Public Infrastructure. Upon its receipt of the written notice described in Article II(A), the City will cause the planning, design and construction of a sewer project which will provide Athens Utilities public sewer service to the Project (the “Sewer Project”). The Sewer Project will be designed by the City in a form and manner that satisfies all applicable standards, ordinances, regulations and objectives of the City. The City may also elect to design and construct other public infrastructure, such as public roads, sidewalks, utility lines, and/or other public works and features) located within one and one-half (1 ½) miles of the Project (the “Nearby Public Infrastructure”). C. Company Contribution of Funds to Support the Sewer Project and Nearby Public Infrastructure. 1. The cost of the Sewer Project (including any and all charges and expenses arising from or relating to the design and construction of the same, including but not limited to engineering charges and fees, the cost of materials and supplies, general contractor payments and fees, and charges for professional services (such as surveying)), shall be borne by the Company, to the extent and up to the total, cumulative amount of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) (the “Infrastructure Payment”) in the following manner: (a) the City shall cause invoices and supporting documentation to be issued to the Company, requiring payment for any and all such obligations, charges and expenses actually incurred or reasonably expected to be incurred by the City in the thirty (30) days following the invoice in support of the Sewer Project, in a manner and schedule as reasonably directed by the City; and (b) subject to Article II.C.3, the Company shall pay any and all such invoices substantiated by supporting documentation within fourteen (14) days of receipt. The Company recognizes that the City may not incur or pay such obligations, charges and expenses until it has received payment from the Company for the same, and thus, that any delay by the Company in paying the City for such charges and expenses upon receipt of an invoice may result in a delay to the Sewer Project. The Company understands and agrees that the City will use such payments to pay for the City’s costs and expenses arising from or relating to the Sewer Project, and/or to reimburse or advance the City for the City’s payment of such costs and expenses actually incurred or reasonably documented to be incurred as stated above. The Company understands that if (i) the Sewer Project is completed by the City, but the City has not invoiced for and used the full amount Infrastructure Payment with respect to the Sewer Project, and/or (ii) the City obtains and provides satisfactory proof to the Company of the City’s alternative funding sources that will be used for the Sewer Project, the City shall provide evidence thereof and will then be able to utilize the Infrastructure Payment, or portions of it, to pay for design and construction work  relating to Nearby Public Infrastructure to be billed and paid in the same manner as set forth in this paragraph with respect to the Sewer Project. Notwithstanding the foregoing, the City and Company agree and acknowledge that the primary purpose and use of the Infrastructure Payment is and shall always be the completion of the Sewer Project, and that no portion of the Infrastructure Payment shall be utilized for Nearby Public Infrastructure if doing so could endanger or delay the timely completion of the Sewer Project. 2. Until they are expended by the City, the City will hold and maintain portions of the Infrastructure Payment that have been received by the City in a separate City fund, and the City may draw from such fund as it deems reasonably necessary in order to facilitate the Sewer Project (and the Nearby Public Infrastructure under the circumstances set forth in Paragraph C.1). The City will, upon the Company’s request, account to the Company with a description of how monies from such fund are expended, along with providing the Company with copies of any invoices or other charges relating to the such expenditures. 3. The Company’s continuing and timely payments to the City of any portion of the Infrastructure Payment payable under Paragraph C.1 under this Article II, is a mandatory condition precedent to any obligation of the City to design and construct the Sewer Project. The City’s diligent and good faith progress on the Sewer Project is a mandatory condition precedent to any obligation of the Company to disburse additional Infrastructure Payment amounts. 4. The Company’s payment in full to the City of the entire Infrastructure Payment is a mandatory condition precedent to any obligation of the City under Article III of this Agreement. D. Company’s Letter of Credit. At the same time that it provides the City with the written notice described in Article II(A), the Company shall also present to the City, in a manner and form acceptable to the City and in substantially the same form as shown in Exhibit B hereto, an irrevocable letter of credit as security for the Company’s payment of the Infrastructure Payment, in the amount of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00). The following terms shall apply to such letter of credit: 1. The letter of credit shall be issued by a United States commercial bank having a credit rating on its senior unsecured debt of (i) “A3” or higher from Moody’s, or (ii) “A-” or higher from S&P, or such other credit or financial institution acceptable to the City. 2. In the event that the Company does not pay any one or more the invoices of the City when due and payable as set forth in this Article II, then the City may present for payment and draw upon the letter of credit as needed in order to pay such invoices, which funds shall only be utilized for completion of the Sewer Project (and the Nearby Public Infrastructure under the circumstances set forth in Article II.C.1). 3. The letter of credit may be drawn upon by the City, in whole or in part and on repeated occasions, as needed to satisfy the obligations hereunder, and shall be payable to the City immediately (upon the demand of the City upon the City’s presentation of the letter of credit at a location of the financial institution within 100 miles of Athens, Alabama). The City shall provide the Company with written notice of its intent to draw on the letter of credit at least ten (10) business days prior to the City doing so. 4. The term of the letter of credit shall be for no less than one (1) year, and must automatically renew for successive one (1) year periods until such time as the Infrastructure Payment has been paid in full and/or this Agreement has been terminated. 5. The Company shall keep the irrevocable letter of credit in effect until the City provides the Company and the issuing bank with written notice that all of the Infrastructure Payment has been invoiced by the City and paid in full by the Company, or the City or Company give written notice to each other and the Bank that this Agreement has been terminated. The City will provide written notice to the Company and the issuing bank upon satisfaction of such obligations. 6. At any time, the Company may request a reduction in the amount of the letter of credit, and the City shall agree to the reduction if the request is to reduce the letter of credit so that it will be in a new amount that is  no less than the total Infrastructure Payment less any amounts that the Company has already paid to the City pursuant to the operation of this Article II of the Agreement. 7. The Company’s presentation of the letter of credit as set forth herein, and its continuing validity, is a mandatory condition precedent to any obligation of the City under Article III of this Agreement. E. City’s Consultation with Company. The City agrees to consult in good faith with the Company, from time to time, concerning the design, cost, progression and schedule of the Sewer Project. The Company recognizes that while the City cannot warrant or promise any date of completion of the Sewer Project, the City will, commencing upon the City’s receipt of the written notice described in Article II(A), work diligently and in good faith in an effort to cause the Sewer Project to be completed on a reasonable timeline that is acceptable to the Company. The City agrees to include provisions for liquidated damages (to encourage adherence to contract timelines) in the City’s agreement with any general contractor relating to the construction of the Sewer Project. F. Company Grant of Easement to City for Sewer Project. The Company agrees to grant a non-exclusive easement to the City, at no cost to the City, across and under any portion of the Property that is reasonably deemed needed by the City in order to construct the Sewer Project, including but not limited to the grant of an easement of any strip of land not in excess of 10 feet wide on either side of the pipe installed within the Sewer Project on the Property that the City’s engineers, in their reasonable judgment, deem is needed in order to serve the Project (and adjacent property) with public sewer service. In conjunction with such easement, the Company will provide the City with a courtesy copy of a title commitment and/or policy from a title company showing that the grantor of such easement owns a fee simple interest in the property, subject to the City’s permitted exceptions, and has the power and authority to convey the same to the City. The Company shall retain the right to construct and/or install parking lots, drive aisles, curbing, vegetation and similar improvements within the easement area (but no structures, unless with the City’s express consent), to the extent that the same do not materially interfere with the City’s easement, after the City completes the Sewer Project and the City shall be responsible for correcting damage caused to the Company’s improvements resulting from the City’s access to the easement area following completion of the Sewer Project. G. Suspension or Termination of the Sewer Project. If the City, in its reasonable discretion, concludes that (1) significant work on the Project has been suspended for a period of at least eight (8) consecutive months after commencement by the Company of construction of the Project (subject to force majeure and extension for delays caused by the City’s delay in commencing, pursuing, and/or completing the Sewer Project), (2) the Project has been cancelled, or (3) the Company has otherwise abandoned or indefinitely postponed its plans to construct a Buc-ee’s travel center at the Property, then the City may, from time to time, delay, suspend or terminate this Agreement by providing notice of the same to the Company, in which case this Agreement and the Company’s Letter of Credit shall become null and void and neither the City nor the Company shall have continuing rights or obligations under this Agreement or the Letter of Credit. III. SALES AND FUEL TAX PAYMENTS. A. Deadline for Commencement Date for Sales and Fuel Tax. The Company hereby agrees that the Commencement Date for Sales and Fuel Tax will occur on or before May 1, 2024, subject to extension due to force majeure and/or the City’s delay in completing the Sewer Project, or else there shall be an Event of Default hereunder and the City shall have no obligations under this Article III. B. Duration of Article III Obligations. The obligations of the City and the Company set forth in this Article III shall arise on the date hereof and shall continue until the end of the Sales and Fuel Tax Term, unless previously terminated pursuant to the terms of this Agreement. C. Expense Reimbursement Obligations. The Company agrees to pay any reasonable documented out-of- pocket expenses incident to the negotiation, drafting and approval hereof, including but not limited to the reasonable fees and disbursements of legal counsel for the City related to the same. The Company agrees that if the Company has not paid the same prior to the first Payment Date, the City may pay the same by a deduction of set-off from the Project City Sales and Fuel Tax Payments. D. Nature, Amount and Duration of Obligation of City.  1. The City hereby agrees to pay to the Company in arrears, on each Payment Date during the Sales and Fuel Tax Term, the Project City Sales and Fuel Tax Payments reasonably determined by the City to be due and payable on such Payment Date. The obligation of the City for the payment of the Project City Sales and Fuel Tax Payments: a. is a limited obligation payable solely from the City Sales and Fuel Tax Proceeds; b. shall never constitute a general obligation, or a charge against the general credit or taxing powers, of the City within the meaning of any constitutional provision or statutory limitation whatsoever; c. shall commence on the first Payment Date after the Commencement Date for Sales and Fuel Tax; and d. shall terminate after the date that is twenty (20) years after the Commencement Date for Sales and Fuel Tax. e. shall not be deemed to create an obligation or debt in excess of the limit on indebtedness contained in the Enabling Law. 2. The City shall have no obligation to pay any amount under this Agreement and the Series 2020 Warrant (a) prior to the date on which a Buc-ee’s travel center opens for business at the Project, or (b) from and after the Sales and Fuel Tax Termination Date. E. Determination and Payment of Project City Sales and Fuel Tax Payments. 1. On each Payment Date, the City shall determine the Project City and Fuel Sales Tax Payments (if any) to be made for the then immediately preceding Annual Period, and then pay to the Company, as owner of the Series 2020 Warrant, such amount of Project City Sales and Fuel Tax Payments as determined by the City. 2. The City will permit any attorneys, accountants or other agents or representatives designated by the Company to (a) have access to and visit and inspect any of the accounting systems, books of account, and financial records and properties of the City which pertain to the City Sales and Fuel Tax Proceeds and the determination of Project City Sales and Fuel Tax Payments, (b) examine and make abstracts from any such accounting systems, books and records, and (c) discuss the affairs, finances and accounts of the City pertaining to the City Sales and Fuel Tax Proceeds and the determination of Project City Sales and Fuel Tax Payments, with its officers, employees or agents, all at reasonable business times and upon reasonable notice; provided, however, that nothing herein shall require the disclosure of any information made confidential by law or contract. F. The Series 2020 Warrant 1. The obligation of the City to pay the Project City Sales and Fuel Tax Payments hereunder shall be evidenced by a single limited obligation revenue warrant payable solely from, and secured by a pledge of, so much of the City Sales and Fuel Tax Proceeds as shall be necessary to pay the Project City Sales and Fuel Tax Payments, in form and of content as the form of warrant attached to this Agreement as Exhibit C (the “Series 2020 Warrant”), but the terms governing the City’s obligations to pay the Project City Sales and Fuel Tax Payments as set forth in this Agreement shall govern in the event of a conflict between the terms of this Agreement and the terms of the Series 2020 Warrant. 2. The Series 2020 Warrant shall not bear interest, shall be dated the date of delivery, and shall mature on the Sales Tax and Fuel Termination Date. 3. The Series 2020 Warrant shall be duly executed, sealed, and attested by the City, and shall be registered by the City as a conditional claim against so much of the City Sales and Fuel Tax Proceeds as shall be necessary to pay the Project City Sales and Fuel Tax Payments with respect to such warrant and the warrant fund established therefor as therein provided.  4. The Series 2020 Warrant shall be delivered to the Company by the City after the Company’s posting of the Company’s Letter of Credit securing payment of the entire amount of the Infrastructure Payment as set forth in Article II. 5. The Series 2020 Warrant shall be registered and may be transferred as provided therein. G. Special Agreements of the City. 1. All proceedings of the governing body of the City heretofore had and taken, and all resolutions and orders adopted pursuant thereto with respect to the levy and collection of the City Sales and Fuel Tax, are hereby ratified and confirmed in all respects from and after the Effective Date thereof. 2. The City covenants and agrees: a. The City shall, as long as this Agreement and the Series 2020 Warrant shall be outstanding, continue to levy and to provide for the assessment and collection of the City Sales and Fuel Tax at rates not less than those in effect on the date of this Agreement; provided, that nothing herein shall prevent the City from granting any “sales tax holiday” generally applicable to sales of certain categories of items throughout the City. b. Except to the extent provided hereunder or required by state law, the City shall not apply any of the City Sales and Fuel Tax Proceeds which are allocable to or included as part of Project City Sales and Fuel Tax Payments for the payment of any governmental expenses of operating the City other than costs of collection of such taxes, as herein provided. IV. EVENTS OF DEFAULT AND REMEDIES. A. Event of Default. Any one or more of the following shall constitute an event of default by the City or the Company hereunder (an “Event of Default”) under this Agreement (whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 1. material default in the performance, or breach, of any covenant or warranty of the City in this Agreement, and the continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the City by the Company a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “notice of default” hereunder, provided that if such default is of a kind which cannot reasonably be cured within such sixty-day period, the City shall have a reasonable period of time within which to cure such default, provided that it begins to cure the default promptly after its receipt of such written notice and proceeds in good faith, and with due diligence, to cure such default. 2. material default in the performance, or breach, of any covenant or warranty of the Company in this Agreement, and the continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the City a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “notice of default” hereunder, provided that if such default is of a kind which cannot reasonably be cured within such sixty-day period, the Company shall have a reasonable period of time within which to cure such default, provided that it begins to cure the default promptly after its receipt of such written notice and proceeds in good faith, and with due diligence, to cure such default. B. Remedies. 1. Each party hereto may (subject to Article IV.C below) proceed to protect its rights and interests with respect to an Event of Default in a manner provided by the terms of this Agreement, by the use of appropriate remedies as permitted by state law, and/or by terminating this Agreement and, for enforcing the Series 2020 Warrant, by suit in equity, action at law.  2. The City and the Company agree that should the City commit an Event of Default with respect to the City’s obligations in this Agreement to plan, design and/or construct the Sewer Project, that the Company would be irreparably harmed and could not be made whole by monetary damages. It is accordingly agreed that, in addition to any other remedy to which the Company may be entitled at law or in equity, the Company shall have the right to seek injunctive relief, or otherwise to seek to compel the specific performance of, the City’s obligations in this Agreement to plan, design, and/or construct the Sewer Project. 3. Notwithstanding anything to the contrary in this Agreement, under no circumstances can the Company be obligated to complete the Project or open the same to the public. C. Remedies Subject to Available Law. All rights, remedies and powers provided by this Agreement may be exercised only to the extent the exercise thereof does not violate any applicable provision of law in the premises, and all the provisions of this Article are intended to be subject to all applicable mandatory provisions of law which may be controlling in the premises and to be limited to the extent necessary so that the same will not render this Agreement invalid or unenforceable. V. REPRESENTATIONS AND WARRANTIES A. City’s Representations and Warranties. The City hereby represents and warrants as follows: 1. The City has taken all necessary action required by the Enabling Law or any other applicable law to authorize this Agreement and the obligations hereunder, and by proper corporate action the City has duly authorized the execution, delivery and performance of this Agreement and the Warrant. 2. The Warrant shall be issued and delivered to the Company, upon condition that this Agreement is enforceable against the City in accordance with the terms hereof. 3. The issuance of the Warrant for the purposes set forth in this Agreement will result in direct financial benefits to the City. 4. Upon the Company’s request subsequent to the Effective Date of this Agreement, the City will promptly conduct a review of the Company’s proposed design of the pole sign and building sign to be located at the Project as shown on Exhibit D hereto, and work in good faith with the Company relating to the impact of any local ordinances and regulations concerning the same. 5. No consent, approval, or authorization from any governmental authority or third party is required to be obtained by the City in connection with the execution, delivery, and performance by City of this Agreement. 6. This Agreement is binding on City and enforceable against City in accordance with its terms. Neither the execution of this Agreement nor consummation of the transactions contemplated hereby will (i) result in a breach of, default under or acceleration of any agreement to which City is a party or by which City is bound, or (ii) violate any restriction, court order, agreement or other legal obligation to which City is subject. B. Company’s Representations, Warranties and Covenants. The Company hereby represents and warrants as follows: 1. The Company has all necessary corporate power and authority to enter into and perform its obligations hereunder and by proper action the Company has duly authorized the execution, delivery and performance of this Agreement. 2. The Company is either the owner in fee simple of the Property, or has such influence and control over those persons who own the Property in fee simple, or has a contract in place to acquire the Property so as to have all necessary power and authority to acquire and construct the Project, and to perform the Company’s obligations, as contemplated herein.  3. The Company reasonably anticipates, in good faith, that the Project will result in the creation of approximately 170 new jobs (with an expected average annual payroll of no less than $7,000,000) to be situated at the Project. 4. The Company reasonably anticipates, in good faith, that the Buc-ee’s travel center at the Project will include approximately 53,000 square feet of improved commercial space with a total capital investment by the Company of at least $35,000,000. 5. Buc-ee’s travel center at the Project shall be designated by the Company as “Buc-ee’s Athens” and the word “Athens” shall appear on the pole sign located at the Project which indicates the travel center’s geographic location. The pole sign shall be in the same form as shown on Exhibit D hereto, subject to any ordinances and regulations relating to the same. 6. In the event that any part or all of the easement to the City described herein are set aside by any court of competent jurisdiction due to any defect in the title to any part of the Property, the Company agrees that it will take any and all legal measures available to correct such defects in title to the Property, and to see and ensure that the Property is properly conveyed as described in this Agreement. 7. This Agreement, when executed and delivered, will constitute the valid and binding obligations of the Company, enforceable in accordance with the terms and conditions set forth herein. 8. The Company’s execution and delivery of this Agreement and Company’s compliance with the provisions thereof will not conflict with or constitute a breach of, or a default under, any of the provisions of any applicable law, rule, regulation or order of any court, administrative agency, bureau, board, commission, office, authority, department or other governmental entity. 9. Company is not a party to or bound by any agreement or obligation or subject to any restriction or to any applicable law, rule, regulation or order of any court, administrative agency, bureau, board, commission, office, authority, department or other governmental entity, which it has reason to believe will result in a material impairment of the rights or abilities of Company to perform its obligations hereunder. 10. There are no known judgments, orders, suits, actions, garnishments, attachments or proceedings of any nature by or before any court, commission, board or other governmental body pending, or to the knowledge of Company threatened, which involve or affect, or could involve or affect: (a) the Property, or any part thereof; (b) the validity or enforceability of this Agreement; or (c) any risk of any judgment or liability being imposed upon Company which could materially adversely affect Company’s ability to observe or perform fully its agreements and obligations hereunder. 11. The Company will exclusively utilize the utility services of the City for all of the Project’s electrical, sewer, and gas needs, so long as the City provides such services. 12. The Company, in conjunction with the construction and development of the Project, will fund and construct an extension of Lindsay Lane from its intersection point with Huntsville-Browns Ferry Road proceeding southward along the Property to the southern edge of the Project, in a manner that satisfies the City’s ordinances, regulations, and standards, and will cause the same to be dedicated as a public roadway in the City, at no expense to the City. The location of said extension of Lindsay Lane will be substantially in the form as shown Exhibit A hereto, subject to any and all governmental and regulatory processes and approvals required by the City and other governmental entities. 13. By December 31 of each year after the Effective Date, for a period of twenty (20) years, the Company shall provide the City with a payment in the amount of Thirty-Five Thousand and 00/100 Dollars ($35,000) for the City’s use for community groups, activities, and/or programs. The Company may, in its discretion, defer the beginning of such period until December 31 of the year following the Commencement Date for Sales and Fuel Tax, by providing written notice of the same to the City. VI. MISCELLANEOUS A. Severability Clause. The provisions of this Agreement or the Warrant shall be severable. In the event any provision of this Agreement or the Warrant shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any of the remaining provisions hereof or thereof. B. Prior Agreements Cancelled. This Agreement shall completely and fully supersede all other prior agreements, both written and oral, among the parties hereto relating to the matters contained herein. None of the parties hereto shall hereafter have any rights under any of such prior agreements but shall look to this Agreement for definition and determination of all of their respective rights, liabilities and responsibilities relating to the matters contained herein. C. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute but one and the same agreement. D. No Third Party Beneficiaries. This Agreement shall inure to the benefit solely of the parties hereto and their permitted successors and assigns, and no other person or entity is an intended beneficiary hereof or shall have any right to enforce the provisions hereof. E. Notice. 1. All notices, demands, consents, certificates or other communications hereunder shall be in writing, shall be sufficiently given and shall be deemed given when delivered personally to the party or to an officer of the party to whom the same is directed, or mailed by registered or certified mail, postage prepaid, or sent by overnight courier, addressed as follows: a. if to the City: b. if to the Company: (If by mail) Buc-ee’s Alabama II, LLC City Hall c/o Joe O’Leary City of Athens 327 FM 2004 PO Box 1089 Lake Jackson, TX 77566 Athens, Alabama 35612 Attention: Mayor Attention: City Clerk With a copy to: (if by delivery) Buc-ee’s Alabama II, LLC City Hall c/o Jeff Nadalo City of Athens 11200 West Broadway, Suite 2332 200 Hobbs Street W Pearland, TX 77584 Athens, AL 35611 With a copy to: E. Shane Black, Esq. Hand Arendall Harrison Sale, LLC 102 S Jefferson Street Athens, AL 35611 2. Any such notice or other document shall be deemed to be received as of the date delivered, if delivered personally, or as of three (3) days after the date deposited in the mail, if mailed, or the next business day, if sent by overnight courier. F. Delegation and Assignment of this Agreement. 1. The City shall have no authority or power to, and shall not, delegate to any person the duty or obligation to observe or perform any agreement or obligation of the City hereunder. Nothing in this section,  however, shall prevent the City from engaging appropriate consultants, contractors, experts, agents or outside representatives to perform the City’s obligations under this Agreement on behalf of the City. 2. The City shall not have any authority or power to, and shall not, assign to any person any right of the City hereunder or any interest of the City herein. 3. The Company may not transfer or assign to any person any or all of its rights, title and interest in this Agreement, including the Series 2020 Warrant, without the prior written consent of the Mayor of the City, which consent shall not be unreasonably withheld, conditioned or delayed with respect to any transfer to a subsequent owner of the Project. In no event shall the City be required to make payments to, or have any obligation to respond to, or give notices to any party other than the Company or, after any assignment as permitted hereby, to a single assignee. G. Amendments. This Agreement may be amended or supplemented only by an instrument in writing duly authorized, executed and delivered by each party hereto. H. No Joint Venture. Nothing in this Agreement shall create any joint venture, partnership or other relationship between the parties. The City shall not by virtue of this Agreement be deemed to have any ownership interest in the Property or the Project and shall have no liability arising out of the operation of the Project by the Company, its successors or assigns. I. Governing Law. This Agreement shall be governed exclusively by the laws of the State of Alabama, without regard to its conflicts of laws provisions. J. Venue. The City and Company consent and submit to the jurisdiction of the United States District Court for the Northern District of Alabama, Northern Division, and if that Court could not have subject matter jurisdiction over the dispute, then in an Alabama state court of the Company’s choosing where venue would otherwise be lawful with respect to the action or proceeding, and expressly agree that the counties in which such courts are situated will be the exclusive venues for any suit, action or proceeding arising out of or relating to this Agreement. The City and Company further agree that personal jurisdiction over them may be effected by service of process by registered or certified mail addressed as provided in this Agreement, and that when so made shall be as if served upon them personally within the State of Alabama. K. Time of the Essence. Time is of the essence of each provision of this Agreement. L. Waiver. No waiver of any breach, violation or default of this Agreement shall be construed as a waiver of any subsequent breach, violation or default hereof. M. Drafting. The parties hereto acknowledge that each of them has had the opportunity to contribute to the drafting of this Agreement, and, as a consequence, that the Agreement should not be construed for or against any party to it. N. Attorney Fees. If either party institutes an action or proceeding against the other relating to the provisions of this Agreement or any default hereunder, the unsuccessful party to such action or proceeding will reimburse the successful party therein for the reasonable expenses of attorneys' fees and disbursements and litigation expenses incurred by the successful party. O. Delay Event. Notwithstanding the other timeframes set forth above, if a Delay Event occurs, the City’s and Company’s respective obligations hereunder will be extended for so long as such Delay Event occurs and is continuing, and for so long thereafter as the City continues to reasonably pursue completion of the Sewer Project (for Delay Events affecting the City) or the Company continues to reasonably pursue completion of the Project (for Delay Events affecting the Company). A “Delay Event” means any cause(s) or matter(s), whether of the kind herein enumerated or otherwise, and whether or not within the exclusive or partial control of the affected party, which the affected party could not reasonably foresee or expect at the time it entered into this Agreement, and which obstructs, impedes or interferes with the affected party’s reasonable efforts relating to the construction of the Sewer Project (for the City) or the Project (for the Company). Such term includes, but is not limited to: (i) acts of God; (ii) strikes or lockouts; (iii) conditions arising from a change in governmental laws, orders, rules or regulations, provided the City shall not knowingly enact any law or regulation which disproportionately affects the Sewer Project compared to similarly situated developments; (iv) acts of public enemy, wars, blockades, insurrections, riots, epidemics, pandemics, landslides, lightning, earthquakes, fires, tornados, hurricanes, floods, and/or washouts; (v) unavoidable walkouts between the City or Company, and their respective engineers, general contractor and subcontractors engaged to perform work on the Sewer Project/Project; (vi) any unforeseen soil or other natural conditions that delay or prevent construction of the Sewer Project/Project; (vii) any unforeseen environmental hazards that delay or prevent construction of the Sewer Project/Project; (viii) any governmental permitting or approval process (other than one within the exclusive control of the City) that delays or prevents construction of the Sewer Project/Project; (ix) the inability of the City or Company, their respective contractors, or their subcontractors to acquire, after the exercise of due diligence, materials and supplies for the purpose of being used in connection with the Sewer Project/Project; and/or (x) unforeseeable extreme inclement weather conditions that delay or prevent construction of the Sewer Project/Project. Except as set forth above time shall be the essence with respect to each obligation of the parties hereunder. The City and Company shall notify the other party within a reasonable time upon the occurrence of any Delay Event, including the estimated amount of the delay. The City and Company shall use reasonable efforts to mitigate the effects of any Delay Event. Any delay by the City shall result in a corresponding day for day extension of all of deadlines and dates applicable to the Company. P. City’s Design and Construction of Public Improvements. In satisfying its obligations as set forth herein, the City retains its sole authority to design and construct public improvements and public works, and does not, through the operation of this Agreement, delegate, share, or require the approval of any other person or entity with respect to the same. Q. Excluded Liabilities. The City shall neither assume nor pay for nor be liable for any of the Company’s agreements, liabilities, debts, responsibilities or obligations with respect to the Property or otherwise, whether direct, fixed or contingent, and whether existing or arising at any time prior or subsequent to the date of this Agreement, except and only to the extent otherwise provided herein. IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name, under seal, and the same attested, by an officer thereof duly authorized thereunto, and the Company has executed this Agreement under seal, and the parties have caused this Agreement to be dated the date and year first above written. BUC-EE’S ALABAMA II, LLC By: Title: _________________________________ Print Name: ____________________________ STATE OF ___________ ) ____________ COUNTY ) I, the undersigned authority, a Notary Public in and for said County, in said State, hereby certify that _____________________, whose name as authorized agent of Buc-ee’s Alabama II, LLC, a foreign limited liability company registered to do business in Alabama, is signed to the foregoing Project Agreement and who is known to me, acknowledged before me on this day that, being informed of the contents of the same, he/she, in his/her capacity as such authorized agent and with full authority, executed the same voluntarily for and as the act of said entity on the day the same bears date. Given under my hand this the _____ day of ____________, 2020. {SEAL} Notary Public My Commission Expires: CITY OF ATHENS, ALABAMA By: William R. Marks Its Mayor ATTEST: Annette Barnes-Threet Its Clerk STATE OF ALABAMA ) LIMESTONE COUNTY ) I, the undersigned authority, a Notary Public in and for said County, in said State, hereby certify that William R. Marks, whose name as Mayor of the City of Athens, Alabama, is signed to the foregoing Project Agreement and who is known to me, acknowledged before me on this day that, being informed of the contents of the same, he, in his capacity as such authorized agent and with full authority, executed the same voluntarily for and as the act of said entity on the day the same bears date. Given under my hand this the _____ day of ____________, 2020. Notary Public {SEAL} My Commission Expires: EXHIBIT A  EXHIBIT B IRREVOCABLE PERFORMANCE STANDBY LETTER OF CREDIT (REF. NO.) Issuing Bank: ________________________ Amount: U.S. Currency $3,500,000.00 Issue Date: ________________________ Term: ________________________ Beneficiary: City of Athens, Alabama Attn: City Clerk PO Box 1089 Athens, AL 35611 Applicant: Buc-ee’s Alabama II, LLC [Complete Address] To Whom It May Concern: By order of our client, Buc-ee’s Alabama II, LLC, with a primary place of business at ____________________ (hereinafter known as "Buc-ee’s") and for account of same, we hereby establish our Irrevocable Standby Letter of Credit ("Letter of Credit"). We hereby authorize you to draw on (Name and Address of Bank) up to an aggregate amount of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) to be immediately available to the City of Athens, Alabama (the “City”) when accompanied by the following documents: 1. Your sight draft on us at any of our business locations, including but not limited to the following business location within 100 miles of the City of Athens, Alabama: ______________ ___________________________________________; 2. A statement purportedly signed by the Mayor or City Clerk of the City stating that: "We hereby certify that Buc-ee’s Alabama II, LLC has failed to satisfy charges or obligations due and payable by it to the City of Athens, Alabama under the terms of the Project Agreement within fourteen (14) days after the City provided it with an invoice substantiated by supporting documentation, as detailed on enclosed invoice and arising from or relating to the design and construction of the Sewer Project and/or Nearby Public Infrastructure, and the amount drawn represents amounts due to be paid to the City of Athens, Alabama as a result thereof. We hereby demand payment in the amount of (Written Amount and Figures) ($___) under your Standby Letter of Credit No.______________”.; 3. A copy of your written notice sent via express mail courier to Buc-ee’s, dated at least ten (10) business days prior to presentation of any claim hereunder, evidencing that Beneficiary gave written notification to: Buc-ee’s Alabama II, LLC [Address] This notification to Buc-ee’s states therein that "Buc-ee’s is in breach of its contract obligations by failing to (Specify Reason). Accordingly, we intend to claim (Specify Amount) in the event Buc-ee’s fails to cure such default within ten (10) business days from the date of this notice." This Letter of Credit is not transferable. Partial drawings hereunder are permitted, until the amount of this Letter of Credit is reduced to zero. The amount of this Letter of Credit shall be reduced by the amount of documented payments made by Buc-ee’s Alabama II, LLC or its affiliates relating the Sewer Project and/or Nearby Public Infrastructure in the City of Athens, AL, as set forth in Article II of the Project Agreement by and between the City and Buc-ee’s, dated ________, and otherwise may be reduced only by a joint written request issued by both Buc-ee’s and the City. The initial term of this Letter of Credit shall be for one (1) year, but upon the conclusion of that initial term (and each successive term thereafter), this Letter of Credit shall automatically extend for successive periods of one (1) year, until the expiration of this Letter of Credit as set forth below. This Letter of Credit will automatically expire on the earliest of: (i) The date that the amount of this Letter of Credit is reduced to zero; or (ii) the date this Letter of Credit is returned for cancellation by Beneficiary. Drafts must be drawn and presented at our office at (location). Any draft drawn hereunder must be endorsed and marked: "Drawn under (Issuing Bank Name), Irrevocable Standby Letter of Credit No. ________ " and indicate the date drawn. We hereby agree with the drawers, endorsers and bona fide holders of all drafts drawn under and in strict compliance with the terms of this credit, that such drafts will be honored only upon presentation to the [Issuing Bank]. All opening bank charges including, but not limited to fees or commissions, shall be for Applicant's account. This Letter of Credit and any drafts presented hereunder, sets forth in full the Issuing Bank’s undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any other document, instrument or agreement. Authorized Signatures(s) EXHIBIT C THIS WARRANT HAS NOT BEEN REGISTERED (i) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(2) OF SAID ACT, OR (ii) UNDER ANY STATE SECURITIES LAW, IN RELIANCE UPON APPLICABLE EXEMPTIONS, AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION THEREFROM. THIS WARRANT DOES NOT BEAR INTEREST UNITED STATES OF AMERICA STATE OF ALABAMA CITY OF ATHENS, ALABAMA LIMITED OBLIGATION PROJECT REVENUE WARRANT, SERIES 2020 No. ____ DATED DATE: MATURITY DATE: _________________, 2020 Sales and Fuel Tax Termination Date CITY OF ATHENS, ALABAMA, an Alabama municipal corporation (the “Issuer”), for value received, hereby acknowledges that it is indebted in the principal sum of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) OR SUCH DIFFERENT OR ADDITIONAL SUM AS IS REQUIRED BY THE TERMS OF THE AGREEMENT (AS IS HEREAFTER DEFINED) and hereby directs its Treasurer to pay (but solely out of the Project City Sales and Fuel Tax Payments deposited in the Series 2020 Buc-ee’s Warrant Fund hereinafter designated) such principal sum to BUC-EE’S ALABAMA II, LLC or registered assigns (the “Holder”), without interest, on each Payment Date, until and including the first to occur of (i) payment in full of the principal amount hereof or (ii) the Maturity Date specified above. Authority for Issuance This warrant is issued pursuant to the authority of the constitution and laws of the state of Alabama, including particularly and without limitation § 94.01 of the Official Recompilation of the Constitution of Alabama of 1901 and § 11-47- 2 of the Code of Alabama (1975) (collectively, the “Enabling Law”), and that certain Project Agreement dated October ___, 2020 (the “Agreement”) between the Issuer and Buc-ee’s Alabama II, LLC, a foreign limited liability company registered to do business in Alabama. Capitalized terms used hereinbefore and hereinafter without definition shall have the respective meanings assigned thereto in the Agreement. Reference is made to the provisions of the Agreement, to and by which all of which provisions the Holder, by acceptance of this warrant, assents and agrees to be bound. To the extent of any conflict between the terms hereof and the terms of the Agreement, as the same may be amended from time to time, the terms of the Agreement shall be determinative, and any assignee or subsequent Holder hereof shall take subject to any such amendment. Payment Payment of this warrant shall be made to the Holder at the address shown on the registration books maintained by the Issuer; provided the final payment of principal of this warrant shall be made only upon presentation and surrender of this warrant to the Issuer for cancellation. Each payment of principal made on this warrant shall be reflected by the Issuer on the books maintained by the Issuer with respect to this warrant. Upon written request therefor, the Issuer will provide to the Holder from time to time the unpaid principal amount hereof. All payments of principal of this warrant by the Issuer shall be made at par in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts, and shall be valid and effectual to satisfy and discharge the liability of the Issuer upon this warrant to the extent of the amounts so paid. The person in whose name this warrant is registered on the books of the Issuer shall be deemed and regarded as the absolute owner hereof for all purposes and payment of the principal of this warrant shall be made only to or upon the order of the Holder hereof, and neither the Issuer nor any agent of the Issuer shall be affected by any notice to the contrary. Source of Payment This warrant is a limited obligation of the Issuer payable solely from the Project City Sales and Fuel Tax Payments as provided in the Agreement. This warrant shall never constitute a charge against the general credit or taxing powers of the Issuer within the meaning of any constitutional provision or statutory limitation whatsoever. The Issuer has established a special fund designated “Series 2020 Buc-ee’s Warrant Fund” (the “Series 2020 Buc- ee’s Warrant Fund”) for the payment of this warrant and has obligated itself to pay or cause to be paid into the Series 2020 Buc-ee’s Warrant Fund, solely from the Project City Sales and Fuel Tax Payments, sums sufficient to provide for the payment of this warrant in accordance with the terms and conditions of this Agreement. Registration and Transfer This warrant is registered in the name of the Holder on the book of registration maintained for that purpose by the Issuer. This warrant may be transferred only (a) to an assignee of the rights of the “Company” under the Agreement, as permitted thereby, and (b) upon surrender hereof to the Issuer for the transfer, together with the written request of the Holder addressed to the Issuer, and recordation of such transfer on said book of registration and endorsement hereon by the Issuer. In no event shall the Issuer be required to recognize any transfer purporting to bifurcate the rights hereunder or under the Agreement among two or more persons or entities. Upon presentation to the Issuer for transfer, this warrant must be accompanied by a written instrument or instruments of transfer satisfactory to the Issuer, in form of the Assignment attached hereto, duly executed by the Holder or his attorney duly authorized in writing, and the Issuer shall endorse on the schedule attached hereto for such purpose the principal amount of this warrant unpaid. No service charge shall be made for any transfer or exchange hereinbefore referred to, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. General No covenant or agreement contained in this warrant or in the Agreement shall be deemed to be a covenant or agreement of any officer, agent, employee, or member of the governing body of the Issuer in the individual capacity thereof and none of such parties or persons nor any officer executing this warrant shall be liable personally on this warrant or be subject to any personal liability or accountability by reason of the issuance of this warrant. It is hereby recited, certified and declared that the indebtedness evidenced and ordered paid by this warrant is lawfully due without condition, abatement or offset of any description, that this warrant has been registered in the manner provided by law, that this warrant represents a valid claim against the Series 2020 Buc-ee’s Warrant Fund, that all acts, conditions and things required by the constitution and laws of the State of Alabama to happen, exist and be performed precedent to and in the execution, registration and issuance of this warrant, the adoption of the resolution and order approving the Agreement, and the execution and delivery of the Agreement, have happened, do exist and have been performed in due time, form and manner as so required by law and that the principal amount of this warrant, together with all other indebtedness of the Issuer, are within every debt and other limit prescribed by the constitution and laws of the State of Alabama. IN WITNESS WHEREOF, the Issuer has caused this warrant to be executed in its name and on its behalf by the Mayor of the Issuer, has caused its corporate seal to be affixed hereto and the same attested by the Clerk of the Issuer, and has caused this warrant to be dated the date and year first above written. CITY OF ATHENS, ALABAMA By: Its Mayor [S E A L] ATTEST: Its Clerk Registration Certificate I hereby certify that this warrant has been duly registered by me as a claim against City of Athens, in the State of Alabama, and the Series 2020 Buc-ee’s Warrant Fund referred to herein. Treasurer of City of Athens, Alabama  Registration of Ownership This warrant is recorded and registered on the warrant register of City of Athens in the name of the last owner named below. The principal of this warrant shall be payable only to or upon the order of such registered owner. Date of In Whose Name Signature of Authorized Registration Registered Officer of Issuer __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ Endorsement by Issuer of Unpaid Principal on Date of Transfer Date of Principal Signature of Authorized Transfer Unpaid Officer of Issuer __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ Assignment For value received, _____________________________ hereby sell(s), assign(s) and transfer(s) unto ____________________ this warrant and hereby irrevocably constitute(s) and appoint(s) ____________________ attorney to transfer this warrant on the books of the within named Issuer with full power of substitution in the premises. Dated: . NOTE: The name signed to this assignment must correspond with the name of the payee written on the face of the within warrant in all respects, without alteration, enlargement or change whatsoever. Signature Guaranteed: (Bank or Trust Company) By (Authorized Officer) Medallion Number: *Signature(s) must be guaranteed by an eligible guarantor institution which is a member of the recognized signature guarantee program, i.e., Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP), or New York Stock Exchange Medallion Signature Program (MSP) EXHIBIT D Councilmember Henry moved that unanimous consent be given for immediate consideration of and action on said resolution, which motion was seconded by Councilmember Seibert, and upon the said motion being put to vote the following vote was recorded: YEAS: Councilmembers Seibert, Wales, Travis, Henry and Harper; NAYS: None. The President thereupon declared that the motion for unanimous consent for immediate consideration of and action on the said resolution had been unanimously carried. Councilmember Wales thereupon moved that the resolution be finally adopted, which motion was seconded by Councilmember Harper and upon the said motion being put to vote the following vote was recorded: YEAS: Councilmembers Seibert, Wales, Travis, Henry and Harper; NAYS: None. The President thereupon announced that the motion for the adoption of the said resolution had been unanimously carried. Councilman Seibert introduced the following ordinance: ORDINANCE NUMBER 2020 - 2143 AN ORDINANCE CONCERNING AN ECONOMIC DEVELOPMENT PROJECT WITH BUC-EE’S ALABAMA II, LLC _______________________________________________ WHEREAS, the City Council has adopted a Resolution directing the Mayor to execute a Project Agreement by and between the City of Athens (the “City”) and Buc-ee’s Alabama II, LLC (the “Company”), relating to the redevelopment and construction a Buc-ee’s travel center at the southeastern corner of the intersection of Huntsville-Brownsferry Road and I-65 (the “Project”); and WHEREAS, the City Council wishes to enact an Ordinance allowing for the Mayor’s payment of certain municipal sales tax proceeds to the Company. THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ATHENS, ALABAMA on October 30, 2020, at 2:00 p.m., as follows: 1. The Mayor of the City is hereby authorized and directed, in conjunction with and pursuant to the Project Agreement between the City and the Company, to annually pay the Company in arrears amounts from the proceeds from the City’s sales tax (levied pursuant to Chapter 18, Articles 2 and 9 of the City Code) actually received by the City from the Project, net of certain costs, for a limited period of time and under certain restrictions, in the manner that is fully described in the Project Agreement. 2. This Ordinance shall work as an exception to (and not as a repeal of) the application of any other ordinance (or part thereof) that is inconsistent with this Ordinance and the operation of the referenced Project Agreement; and in such case, shall be an exception only for and during the operation and duration of the Project Agreement. ADOPTED this the 30th day of October, 2020. /s/ Frank Travis PRESIDENT, CITY COUNCIL, CITY OF ATHENS, ALABAMA /s/ William R. Marks MAYOR, CITY OF ATHENS, ALABAMA ATTEST: /s/ Annette Barnes CITY CLERK, CITY OF ATHENS, ALABAMA Councilmember Henry moved that unanimous consent be given for immediate consideration of and action on said ordinance, which motion was seconded by Councilmember Harper, and upon the said motion being put to vote the following vote was recorded: YEAS: Councilmembers Seibert, Wales, Travis, Henry and Harper; NAYS: None. The President thereupon declared that the motion for unanimous consent for immediate consideration of and action on the said ordinance had been unanimously carried. Councilmember Seibert thereupon moved that the ordinance be finally adopted, which motion was seconded by Councilmember Henry and upon the said motion being put to vote the following vote was recorded: YEAS: Councilmembers Seibert, Wales, Travis, Henry and Harper; NAYS: None. The President thereupon announced that the motion for the adoption of the said ordinance had been unanimously carried. President Travis temporarily paused the business of the City Council, so that the Limestone County Commission could take certain actions of its own concerning the Buc-ee’s development. After the County Commission took that action (reflected in its own minutes), President Travis recognized Mayor Ronnie Marks. Mayor Marks discussed the importance of the Buc-ee’s project, and thanked Buc-ee’s representatives, the County Commission, and others concerning the corporation with respect to this matter. President Travis then recognized Limestone County Commission Chairman, Collin Daly, who made similar comments. * * * There being no further business to come before the meeting, Council President Travis asked if there were any objections to adjourning the meeting. There being none, the meeting was duly and properly adjourned. /s/Frank Travis PRESIDENT, CITY COUNCIL ATTEST: /s/ Annette Barnes CITY CLERK