City Council

December 22, 2022 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 in Athens on December 22, 2022, at 10:00 a.m. The meeting was called to order by Councilman Harold Wales, President of the Council. Upon roll call, the following were found to be present: Councilmembers Harold Wales, James Lucas, Wayne Harper, Chris Seibert and Dana Henry. James Lucas offered the invocation. Mayor Marks led the Pledge of Allegiance. Annette Barnes-Threet, City Clerk, was present and recorded the minutes of the meeting. The Chairperson stated that a quorum was present and that the meeting was open for transaction of business. Councilman Seibert introduced the following resolution: RESOLUTION NUMBER 2022 - 1862 A RESOLUTION APPROVING AN ANNEXATION AGREEMENT _______________________________________________ WHEREAS, § 94.01 of the Constitution of Alabama, and other applicable law, provides the City the authority to lend its credit or grant public funds and things of value for the purpose of promoting the economic and industrial development of the City; WHEREAS, the City Council of the City of Athens has determined that the annexation of certain real property (described in Attachment B herein), located near Huntsville-Brownsferry Road and Interstate 65 (the “Property”), into the city of Athens will be very beneficial to the long-term economic and industrial development of the city of Athens, in that it will result in future commercial, retail, and industrial development in a high-growth area of the community, yielding public benefits involving increased tax revenues and employment; WHEREAS, the City Council desires to enter into an agreement that would provide for such annexation, as well as for the City’s annual payment to the property owners of the annexed property an amount that is equal to the amount of city property taxes that the owners would pay due to the increase in property taxes attributable to the annexation, while the owners (or certain successors) remain owners of the Property; WHEREAS, the City Council also desires to express the City’s commitment to plan, design, and construct a sewer project that will make Athens Utilities public sewer service available to all portions of the Property, given the City’s recent approval to undertake a sewer infrastructure project near and along lower Swan Creek that would serve multiple properties in the area; 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 (the newspaper that the City Council determines to have the largest circulation in the city) 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 Council finds and determines that this agreement serves a valuable public purpose that has for its objective the promotion of public health, safety, morals, security, prosperity, contentment, and/or the general welfare of the community. THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ATHENS, ALABAMA on December 22, 2022 at 10:00 AM, 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 George L. Braly, Jr.; the Estate of Jean D. Braly; the George L. Braly Family Trust; the Jean D. Braly Family Trust; Celia B. Williamson; and Carol B. Carter, in substantially the same form as is attached hereto (and entitled the “Annexation Agreement”) as Attachment B, with such non-substantive changes or 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. The Mayor is further authorized to issue a letter to the owners of the Property expressing the City’s commitment to plan, design, and construct a sewer project that will make Athens Utilities public sewer service available to all portions of the Property. As will be provided with more particularity in the Mayor’s letter, the City will commence construction on or before January 1, 2024 on this project (which has already been approved by the City), also known as the Lower Swan Creek Sanitary Sewer Development Phase 1 project. The letter shall indicate that the City’s commitment to make public sewer service available to the Property will be satisfied when the City has completed the installation of infrastructure that will enable improvements on the Property to connect to the City’s sewer system, in accordance with the City’s standards. At that time, the City will stand ready and willing to furnish public sewer service to the Property upon the same terms, conditions, fees, and deposits that such public sewer service would be offered to any other similarly-situated property owner within the city whose property adjoins a portion of the City’s public sewer service infrastructure that is available for connection. 3. 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. 4. 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 expenditure and use of municipal funds as set forth in the agreement; and approving and executing further agreement(s) that are consistent with and involved in carrying out the transactions contemplated by this Resolution. ADOPTED this the 22nd day of December, 2022. /s/ Harold Wales PRESIDENT, CITY COUNCIL, CITY OF ATHENS, ALABAMA ATTACHMENT A 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 December 22, 2022, at 10:00 o’clock, A.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 a resolution in connection with the promotion of the economic and industrial development of the City, described in reasonable detail herein. The resolution would approve an agreement concerning the annexation of real property, located near Huntsville-Brownsferry Road and Interstate 65, into the city of Athens. The City believes that the annexation of the property will be very beneficial to the long-term economic and industrial development of the city of Athens, in that it will result in future commercial, retail, and industrial development in a high-growth area of the community, yielding public benefits involving increased tax revenues and employment. Through the agreement, the City would annually pay the property owners of the annexed property an amount that is equal to the amount of city property taxes that the owners would pay due to the increase in property taxes attributable to the annexation, while the owners (or certain successors) remain owners of the property. The resolution will also express the City’s commitment to plan, design, and construct a sewer project that will make Athens Utilities public sewer service available to all portions of the annexed property, given the City’s recent undertaking of a sewer infrastructure project near and along lower Swan Creek that would serve multiple properties in the area. The City’s granting of public funds or things of value as described herein will benefit the owners, George L. Braly, Jr.; the Estate of Jean D. Braly; the George L. Braly Family Trust; the Jean D. Braly Family Trust; Celia B. Williamson; and Carol B. Carter. THE CITY COUNCIL OF THE CITY OF ATHENS, ALABAMA Publication: December 14, 2022, Athens News Courier ATTACHMENT B ANNEXATION AGREEMENT WHEREAS, the City Council of the City of Athens, Alabama (the “City”), desires to annex the land described in Exhibit A hereto, for the purpose of promoting the economic and industrial development of the City; WHEREAS, § 94.01 of the Constitution of Alabama provides the City the authority to lend its credit or grant public funds and things of value for the purpose of promoting the economic and industrial development of the City; WHEREAS, the City is authorized to enter into this agreement and to take the actions set forth herein pursuant to the above authorities, and other laws; and WHEREAS, the City Council finds and determines that this agreement serves a valuable public purpose that has for its objective the promotion of public health, safety, morals, security, prosperity, contentment, and/or the general welfare of the community. THEREFORE, this ANNEXATION AGREEMENT (this “Agreement”) is made and entered as of December 22nd, 2022 between the CITY OF ATHENS, ALABAMA, an Alabama municipal corporation (the “City”), and (a) George L. Braly, Jr., an unmarried man, individually; in his capacity as the Personal Representative of the Estate of Jean D. Braly, deceased; in his capacity as the co-trustee of the George L. Braly Family Trust; and in his capacity as the co-trustee of the Jean D. Braly Family Trust; (b) Celia B. Williamson, a married woman, individually; in her capacity as the co-trustee of the George L. Braly Family Trust; and in her capacity as the co-trustee of the Jean D. Braly Family Trust; and (c) Carol B. Carter, a married woman, individually; in her capacity as the co-trustee of the George L. Braly Family Trust; and in her capacity as the co-trustee of the Jean D. Braly Family Trust (collectively, the “Owners”). In consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by each party hereto, the parties hereto, intending to be legally bound, do hereby covenant and agree as follows: 1. Annexation of Property. Owners warrant that they are the sole owners of the real property described in Exhibit A hereto (the “Owner Property”); and that they have full and exclusive right to enter into this Agreement. Owners consent to the City’s annexation of the Owner Property, will execute and provide the City with the “Petition for Annexation”, in substantially the same form as shown in Exhibit B, simultaneously with their execution of this Agreement, and agree that such petition will remain pending until it is taken up for determination by the Athens City Council. 2. Property Tax Payments. The City, pursuant to § 94.01 of the Constitution of Alabama, hereby agrees to pay to the Owners in arrears on each February 1 from February 1, 2023 onward (the “Payment Date”), the Project City Property Tax Payments determined by the City to be due and payable on such dates. (a) “Project City Property Tax Payments” shall mean an amount equal to any and all proceeds and receipts of ad valorem taxes levied by the City under the constitution and laws of the State of Alabama on or with respect to the Owner Property, and that are actually received by the City with respect to the Owner Property. (b) On each Payment Date, the City shall determine the Project City Property Tax Payments (if any) to be made; and pay to the Owners such amount of Project City Property Tax Payments as determined under this Section 2. (c) At the time of this Agreement, the parties acknowledge that this Section 2 relates to the five (5) mill ad valorem property tax on the Owner Property imposed pursuant to § 70-4 of the City Code of the City of Athens, Alabama, and the five (5) mill ad valorem property tax on the Owner Property imposed pursuant to § 70-3 of the City Code of the City of Athens, Alabama. This Section 2 may also include additional property taxes, to the extent that the same are levied by the City under the constitution and laws of the State of Alabama on or with respect to the Owner Property, are actually received by the City with respect to the Owner Property, to the extent that their inclusion is not prohibited by law. (d) Notwithstanding anything herein to the contrary, the City’s obligations to pay the Project City Property Tax Payments shall cease if the Owners (and any of their spouses or lineal descendants, if individuals; of any of their beneficiaries, if trusts) no longer hold at least a fifty-one percent (51%) interest in the Owner Property. 3. Miscellaneous. (a) The provisions of this Agreement shall be severable. In the event any provision this Agreement 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) 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) This Agreement may be executed in counterparts, each of which shall constitute but one and the same agreement. (d) This Agreement shall inure to the benefit solely of the parties hereto, and no other person or entity is an intended beneficiary hereof or shall have any right to enforce the provisions hereof. (e) 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: (i) if to the City: (ii) if to the Owners: City Hall George L. Braly, Celia B. Williamson, City of Athens and Carol B. Carter 200 West Hobbs Street 21907 Williamsburg Drive, Athens, Athens, Alabama 35611 AL 35613 Attention: Mayor 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) Neither the City nor the Owners shall have any authority or power to, and shall not, assign to any person any right hereunder or interest herein. (g) This Agreement may be amended or supplemented only by an instrument in writing duly authorized, executed and delivered by each party hereto. (h) 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 Owner Property and shall have no liability arising out of the activities on the Owner Property by the Owners or others. (i) This Agreement shall be governed exclusively by the laws of the State of Alabama. IN WITNESS WHEREOF, the City has caused this Agreement to be executed in its name, under seal, and the same attested, all by officers thereof duly authorized thereunto, and the Owners have executed this Agreement under seal, and the parties have caused this Agreement to be dated the date and year first above written. /signature lines/ EXHIBIT A The following property or territory lying and being in Limestone County, Alabama: TRACT 1 Less and except the following, which was acquired by the State of Alabama for a roadway project: A part of the W ¼ of the NE ¼, Section 3, T-4-S, R- TRACT 2 The Southwest Quarter of the Southeast Quarter of Section 3, Township 4, South, Range 4 West TRACT 3 The Northeast Quarter of the Northeast Quarter of Section 10, Township 4 South, Range 4 West, lying on the west side of Interstate 65 /Exhibit B - Petition to Annex/ The motion was seconded by Councilwoman Henry and was unanimously carried. Council President Wales stated that the following ordinance will be very positive for the City of Athens. Mr. Wales thanked the Braly family for the annexation. Councilman Harper introduced the following ordinance: ORDINANCE NUMBER 2022 - 2252 AN ORDINANCE ANNEXING CERTAIN PROPERTY OWNED BY THE BRALY FAMILY  _____________________________________________________________________ WHEREAS, (a) George L. Braly, Jr., individually; in his capacity as the Personal Representative of the Estate of Jean D. Braly, deceased; in his capacity as the co-trustee of the George L. Braly Family Trust; and in his capacity as the co-trustee of the Jean D. Braly Family Trust; (b) Celia B. Williamson, individually; in her capacity as the co-trustee of the George L. Braly Family Trust; and in her capacity as the co-trustee of the Jean D. Braly Family Trust; and (c) Carol B. Carter, individually; in her capacity as the co-trustee of the George L. Braly Family Trust; and in her capacity as the co-trustee of the Jean D. Braly Family Trust, being the owners of all of the real property hereinafter described, did file with the City Clerk a petition asking that the real property described herein be annexed to and become a part of the City of Athens; WHEREAS, said petition did contain the signature of the owners (or authorized representative of the owners) 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 determines that it is in the public interest that said property be annexed into the City of Athens, and it further determines 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 December 22, 2022, at 10 AM, 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, 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, lying and being in Limestone County, Alabama: TRACT 1 Less and except the following, which was acquired by the State of Alabama for a roadway project: A part of the W ¼ of the NE ¼, Section 3, T-4-S, R- TRACT 2 The Southwest Quarter of the Southeast Quarter of Section 3, Township 4 South, Range 4 West TRACT 3 The Northeast Quarter of the Northeast Quarter of Section 10, Township 4 South, Range 4 West, lying on the west side of Interstate 65 Section 3. This Ordinance shall be published as provided by law, and a certified copy of same, 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. Section 5. To the extent that any part of the territory described in this Ordinance had already been annexed into the corporate limits of Athens, Alabama, then, with respect to such part, this Ordinance shall also be construed as reaffirming such prior annexation. ADOPTED this the 22nd day of December, 2022. /s/ Harold Wales 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 Lucas 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, Lucas, 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 Henry and upon the said motion being put to vote the following vote was recorded: YEAS: Councilmembers Seibert, Wales, Lucas, Henry and Harper; NAYS: None. The President thereupon announced that the motion for the adoption of the said ordinance had been unanimously carried. Councilwoman Henry introduced the following resolution: RESOLUTION NUMBER 2022 - 1863 A RESOLUTION CONCERNING A TAX ABATEMENT FOR MORGAN METALS, INC. WHEREAS, the City Council has previously adopted a Resolution approving a tax abatement for the industrial project that is the subject of this Resolution, but the business owners have notified the City that the ownership/property interests need to be modified; WHEREAS, this Resolution (and another adopted this same date concerning Patrick and Christy Townsend) will supersede and replace Resolution No. 2022-1852, which the Athens City Council previously adopted at its meeting on November 14, 2022; WHEREAS, this resolution made this 14 day of November, 2022 (the Effective Date) by the City Council of Athens, AL(the Granting Authority), to grant a tax abatement to Patrick or Christy Townsend (Owner), and Morgan Metals, Inc. (Operating Entity);  WHEREAS, the Company has announced plans for a (check one): ☐ new project or ☒ major addition to their existing facility (the Project), located within the jurisdiction of the Granting Authority; and WHEREAS, pursuant to the Tax Incentive Reform Act of 1992 (Section 40-9B-1 et seq., Code of Alabama 1975) (the Act), the Company has requested from the Granting Authority an Abatement of (check all that apply): ■ all state and local non-educational property taxes, ■ all construction related transaction taxes, except those local construction related transaction taxes levied for educational purposes or for capital improvements for education, and /or  all mortgage and recording taxes; and WHEREAS, the Company has requested that the abatement of state and local non-educational property taxes (if applicable) be extended for a period of 10 years, in accordance with the Act; and WHEREAS, the Granting Authority has considered the request of the Company and the completed applications (copy attached) filed with the Granting Authority by the Company, in connection with its request; and WHEREAS, the Granting Authority has found the information contained in the Company’s application to be sufficient to permit the Granting Authority to make a reasonable cost/benefit analysis of the proposed project and to determine the economic benefits to the community; and WHEREAS, the construction of the project will involve a capital investment of $285,800.00 ; and WHEREAS, the Company is duly qualified to do business in the State of Alabama, and has powers to enter into, and to perform and observe the agreements and covenants on its part contained in the Tax Abatement Agreement; and WHEREAS, the Granting Authority represents and warrants to the Company that it has power under that constitution and laws of the State of Alabama (including particularly the provisions of the Act) to carry out provisions of the Tax Abatement Agreement; NOW THEREFORE, be it resolved by the Granting Authority as follows: Section 1. Approval is hereby given to the application of the Company and abatement is hereby granted of (check all that apply): ■ all state and local non-educational property taxes, ■ all construction related transaction taxes, except those construction related transaction taxes levied for educational purposes or for capital improvements for education, and /or  all mortgage and recording taxes as the same may apply to the fullest extent permitted by the Act. The period of abatement for the non-educational property taxes (if applicable) shall extend for a period of 10 years measured as provided in Section 40-9B-3(a)(12) of the Act. Section 2. The Mayor of the City of Athens, for and on behalf of the City, as authorized by the Granting Authority, shall enter into an abatement agreement with the Company to provide for the abatement granted in Section 1. Section 3. A certified copy of this resolution, with the application and abatement agreement, shall be forwarded to the Company to deliver to the appropriate local taxing authorities (if applicable) and to the Alabama Department of Revenue in accordance with the Act.  Section 4. The Mayor of the City of Athens is authorized to take any and all actions necessary or desirable to accomplish the purpose of the foregoing of this resolution. Section 5. Resolution No. 2022-1852, previously adopted by the City Council on November 14, 2022, is hereby repealed and superseded by this Resolution. ADOPTED and APPROVED this, the 22nd day of December, 2022. /s/ Harold Wales 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 Tax Abatement Agreement This Abatement Agreement is made and entered into as of this _22__ day of December, _2022__, by and between City of Athens (the Granting Authority), and _Patrick or Christy Townsend (the Company), its successors and assigns. WHEREAS, the Company’s North American Industry Classification System (NAICS) Code, _322999__ or business activity___________________________________________________________________ meets the qualifications of an industrial or research enterprise in accordance with Section 40-9B-3(10), Code of Alabama 1975, as amended; and WHEREAS, the Company has announced plans for a (check one): ☐new project or □☒ major addition to their existing facility (the Project), located within the jurisdiction of the Granting Authority; WHEREAS, the Project is estimated to be completed by the _31_ day of _March, _2023___; and WHEREAS the Project will be located in the County of __Limestone______________ (check only one) □ inside the city limits of ___Athens_____. □ inside the police jurisdiction of _____________________________. □ outside the city limits and police jurisdiction of the City of ________________________________; and WHEREAS, pursuant to the Tax Incentive Reform Act of 1992 (Section 40-9B1 et seq., Code of Alabama 1975) (the Act), the Company has requested from the Granting Authority an Abatement of: (check all that apply) □ all state and local noneducational property taxes, □ all construction related transaction taxes, except those local construction related transaction taxes levied for educational purposes or for capital improvements for education, and/or □ all mortgage and recording taxes with respect to mortgages, deeds, and documents relating to issuing or securing obligations and conveying title into or out of the public authority, county or municipal government; WHEREAS, the Granting Authority has considered the request of the Company and the completed applications filed with the Granting Authority by the Company, in connection with its request; and  WHEREAS, the Granting Authority has found the information contained in the Company’s application to be sufficient to permit the Granting Authority to make a reasonable cost/benefit analysis of the proposed project and to determine the economic benefits to the community; and WHEREAS, at its meeting held on the __22_ day of _December, _2022__ (the Meeting), the Granting Authority approved the Company’s application for abatement of (check all that apply): □ all state and local noneducational property taxes; □ all construction related transaction taxes, except those local construction related transaction taxes levied for educational purposes or for capital improvements for education; and/or □ all mortgage and recording taxes with respect to mortgages, deeds, and documents relating to issuing or securing obligations and conveying title into or out of the public authority, county or municipal government; WHEREAS, the Project will consist of private use industrial development property, which is composed of all real and/or related personal property to be acquired, constructed, and installed thereon, as described in Attachment One hereto; and WHEREAS, the private use industrial development property for which the abatement is applied shall be (check whichever is applicable): □ owned by the entity applying for the abatement, □ leased from a public authority, municipal, or county government; and WHEREAS, in the event that the private use industrial development property is leased from a public authority, municipal, or county government, the lessee shall be treated as the owner of such property for federal income tax purposes; and WHEREAS, it shall be indicated whether the Granting Authority intends to issue bonds in connection with the private use industrial development property herein described, and, if so intends, shall attach a copy of the inducement agreement; and WHEREAS, for the purposes of abatement of all noneducational property taxes (if applicable), it has been determined that no portion of the Project has been placed in service or operation by the Company or by a related party, as defined in 26 U.S.C. §267, with respect to the Company prior to the Effective Date of this Agreement; and WHEREAS, for the purposes of the abatement of construction related transaction taxes (if applicable), no portion of the Project which has been requested for abatement has been purchased prior to the Effective Date of this Agreement; and WHEREAS, the Project conducts trade or business as defined as an industrial or research enterprise: Predominately as described in the 2012 North American Industry Classification System, promulgated by the Executive Office of the President of the United States, Office of Management and Budget, Sectors 31 (other than National Industry 311811), 32, 33, 55 (if not for the production of electricity); Subsectors 423, 424, 482, 493, 511, 517, 518 (without regard to the premise that data processing and related services be performed in conjunction with a third party), and 927; Industry Groups 1133, 2121, 4862, 4882, 4883 (other than 48833), 5121 (other than 51213), 5415, and 5417; Industries 48691, 48699, 48819, 51221, 51913, 52232, 54133, 54134, 54138, 56291, 56292, and 92811; and National Industries 115111, 22111, 221330, 541614, 561422 (other than establishments that originate telephone calls), 562213, and 611512 or any similar classification system developed in conjunction with the United States Department of Commerce or Office of Management and Budget, or any industrial or research enterprise as defined in Section 40-9B-3(a)(10), Code of Alabama 1975, as amended, or a target of the state’s economic development efforts pursuant to the Accelerate Alabama Strategic Economic Development Plan adopted in January 2012 by the Alabama Economic Development Alliance, created by Executive Order Number 21 of the Governor on July 18, 2011, or any amended version or successor document thereto,  A headquarters facility project as described in NAICS 551114 at which not less than 50 jobs are located, A data processing center as defined in Section 40-9B-3(a)(4), Code of Alabama 1975, A research and development facility as defined in Section 40-9B-3(a)(23), Code of Alabama 1975, A renewable energy facility as defined in Section 40-9B-3(a)(22), Code of Alabama 1975, A facility that produces electricity from alternative energy resources or hydropower production as defined in Section 40-9B-3(a)(10)e, Code of Alabama 1975, or A tourism destination attraction as defined in Section 40-9B-3(a)(25), Code of Alabama 1975; WHEREAS, if the Project is a major addition to an existing facility, the request for abatement of all state and local noneducational property taxes (if applicable) and/or construction related transaction taxes (if applicable) does not include any capitalized repairs, rebuilds, maintenance, replacement equipment, or costs associated with the renovating or remodeling of existing facilities of industrial development property previously placed in service by the Company; and WHEREAS, if the Project is a major addition to an existing facility the addition equals the lesser of (i) thirty (30) percent of the original cost of the industrial development property, or (ii) $2,000,000; and WHEREAS, the Company is duly qualified to do business in the State of Alabama, and has powers to enter into, and perform and observe the agreements and covenants on its part contained in this Agreement; and WHEREAS, the Granting Authority represents and warrants to the Company (a) that it has power under that constitution and laws of the State of Alabama (including particularly the provisions of the Act) to carry out the provisions of this Agreement, (b) that the execution of this Agreement on its behalf has been duly authorized by resolution adopted by the governing body of the Granting Authority; NOW, THEREFORE, the Granting Authority and the company, in consideration of the mutual promises and benefits specified herein, hereby agree as follows: In accordance with the Act, the Granting Authority hereby grants to the Company an abatement from liability for the following taxes as permitted by the Act (check all that apply): □ a) Noneducational Property Taxes: all state and local noneducational property taxes that are not required to be used for educational purposes or for capital improvements for education for 10 years, □ (b) Construction Related Transaction Taxes: the transaction taxes imposed by Chapter 23 of Title 40 Code of Alabama 1975 on the tangible personal property and taxable services to be incorporated into the Project, the cost of which may be added to the capital account with respect to the Project, except for those local construction related transaction taxes levied for educational purposes or for capital improvements for education; and/or □ (c) Mortgage and Recording Taxes: all taxes imposed by Chapter 22 of Title 40 Code of Alabama 1975 relating to mortgages, deeds, and documents relating to issuing or securing obligations and conveying title into or out of the Granting Authority with respect to the Project. 2. An estimate of the amount of tax abated pursuant to this Agreement is set forth below. The Granting Authority and the Company hereby acknowledge that this estimate reflects the amount of tax abated for the period stated, under current law, and that the actual abatement for such taxes may be for a greater or lesser amount depending upon the actual amount of such taxes levied during the abatement periods stated. (Check all that apply): □ (a) If no bonds are to be issued, noneducational property taxes are expected to be approximately $1092 per year and the maximum period for such abatement shall extend for a period of __10____ years, measured as provided in Section 40-9B-3(a)(12) of the Act, as amended from time to time. □ (b) If bonds are issued, noneducational property taxes are expected to be approximately $_______________ per year and the maximum period for such abatement shall be valid for a period of _________ years, beginning the initial date bonds are issued to finance project. □ (c) Construction related transaction taxes, except those local construction related transaction taxes levied for educational purposes or for capital improvements for education, are expected to be approximately $7969 and such abatement shall not extend beyond the date the Project is placed in service. (d) Mortgage and recording taxes are expected to be $__________________________. 3. The Company hereby makes the following good faith projections: (a) Amount to be invested in the Project: $ 254,800. b) Number of individuals to be employed initially at the Project and in each of the succeeding three years: Initially_____ Year 1 ________ Year 2 _____ Year 3 ________ (c) Annual payroll initially at the Project and in each of the succeeding three years: Initially $____Year 1 $____Year 2 $ ____ Year 3 $______ 4. The Company shall file with the Alabama Department of Revenue within 90 days after the date of the Meeting a copy of this agreement as required by Section 40-9B-6(c) of the Act. GENERALLY 5. Compliance. If the Company fails to comply with any provision in this Agreement or if any of the material statements contained herein or in Attachment Two (Note: This attachment shall include the application for abatement), are determined to have been misrepresented whether intentionally, negligently, or otherwise, the Granting Authority shall terminate this Agreement and take such equitable action available to it as if this Agreement had never existed. If it is determined that certain items, which are identified on the application form for abatement of taxes, are not in compliance with the Act or governing regulations, these items may be subject to taxation for all local and state taxing authorities. 6. Binding Agreement. Each party to this Agreement hereby represents and warrants that the person executing this Agreement on behalf of the party is authorized to do so and that this Agreement shall be binding and enforceable when duly executed and delivered by each party. This Agreement shall be binding upon and inure to the benefit of each of the parties and their respective successors. 7. Limitations. Notwithstanding any provision contained herein to the contrary, this Agreement is limited solely to the abatement of (check all that apply): □ all state and local noneducational property taxes, □ all construction related transaction taxes, except those local construction related transaction taxes levied for educational purposes or for capital improvements for education, and/or □ all mortgage and recording taxes for the periods specified herein. Nothing in this Agreement shall be construed as a waiver by the Company of any greater benefits that the Project or any portion thereof may have available under the provisions of the law other than the Act. 8. Severability. This Agreement may be amended or terminated upon mutual consent of the Company and the Granting Authority. Any such amendment or termination shall not in any manner affect the rights and duties by and between the Company and the Granting Authority. This Agreement is executed as of the dates specified below. COMPANY GRANTING AUTHORITY _______________ __ City Council of Athens, AL___________________ PATRICK TOWNSEND __________________________________ By:______________________________________ CHRISTY TOWNSEND Date: ______________________ Name: William R. Marks_____________________ Title: Mayor________________________________ Date: _____________________________________ The motion was seconded by Councilman Seibert and was unanimously carried. Mayor Marks thanked the Braly family and stated that it was a great day regarding the annexation. The Mayor remarked that the City of Athens looks forward to the future and wished everyone a Merry Christmas. * * * There being no further business to come before the meeting, Council President Wales asked if there were any objections to adjourning the meeting. There being none, the meeting was duly and properly adjourned. /s/ Harold Wales PRESIDENT, CITY COUNCIL ATTEST: /s/ Annette Barnes CITY CLERK