DocuSign Envelope ID: 69CA26E3-2C6E-4E03-8FC8-4742A344129B

APPROVED BY THE JEFFERSON COUNTY COMMISSION

11/18/2021
Item # 8086, Resolution: 1009, Minute Book: 175, Page(s): 618-619

PROJECT DEVELOPMENT AGREEMENT

THIS PROJECT DEVELOPMENT AGREEMENT (this "Agreement") is hereby made
and entered into on the Effective Date, by and among JEFFERSON COUNTY, ALABAMA, a
political subdivision of the State of Alabama (the "County"), and 6449 LLC, a Delaware limited
liability corporation (the "Company"). The Company and the County are each a "Party" to this
Agreement and are collectively referred to herein as the "Parties".

RECITALS

WHEREAS, the County enthusiastically supports and encourages economic and industrial
development within the County in order to develop a solid and diverse local economy, to increase
employment opportunities in the County, to broaden the County's tax base, to increase revenues, and to
provide necessary and improved services to the citizens of the County, thereby improving the quality of life
of its citizens; and

WHEREAS, Amendment No. 772 of the Constitution of Alabama (1901) (Section 94.01 of the
Recompiled Constitution of Alabama, hereinafter referred to as “Amendment 772”), authorizes the County
to lend its credit or to grant public funds and things of value in aid of or to any business entity for the
puipose of promoting the economic and industrial development of the County; and

WHEREAS, the Company desires to acquire and/or lease, to construct and equip or will cause
to be constructed and equipped an approximately 1,224,285 square foot state-of-the-art food
manufacturing facility and warehouse (the "Facility") which shall be constructed in three phases and
which shall be located at 7223 Old Tuscaloosa Hwy, McCalla, Jefferson County, Alabama 35111 (such
real property is more particularly described in Exhibit A attached hereto and is hereinafter referred to
as the "Facility Site"), where the Company will produce a consumer good product for human
consumption (the “Project”): and

WHEREAS, the Company expects to create at least seven hundred fifty (750) new Full-Time
Employee positions at least thirty percent (30%) of which will be earning an base annual wage of
$50,000.00, exclusive of fringe benefits with a total Capital Investment in the Project estimated to be $1.1
Billion; and

WHEREAS, the development and implementation of the Project are expected to generate
substantial new sales, use, and ad valorem tax revenues to the County; and

WHEREAS, the County desires to have the Company undertake the Project and has made specific
commitments to the Company for the purpose of inducing the Company to undertake the Project; and

WHEREAS, the Parties desire to have such commitments set forth in an agreement; and

WHEREAS, the acquisition, development, constmction, installation and equipping of the Project
will further assist in the promotion of economic and industrial development that is critical to the sustained
economic health and well-being of the County and the surrounding areas, and the County accordingly finds
that providing financial assistance for the Project as described in this Agreement is being made under and
in furtherance of any power and authority authorized by Amendment No. 772 to the Constitution of
Alabama of 1901, recodified as Section 94.01 of the Recompiled Constitution of Alabama of 1901
("Amendment 772"). and the County in compliance with Amendment 772 has detennined and approved at
a public meeting that the expenditure of public funds for the purposes herein specified will serve a valid
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and sufficient public purpose, notwithstanding any incidental benefit accruing to any private entity or
entities; and

WHEREAS, in compliance with Amendment 772, at least seven days prior to the aforementioned
public meeting, the County has caused to be published in The Birmingham News, the newspaper having the
largest circulation in the County, a notice describing in reasonable detail the action proposed to be taken at
such public meeting, a description of the public benefits sought to be achieved by the action, and identifying
each individual, finii, coiporation, or other business entity to whom or for whose benefit the County
proposes to lend its credit or gi'ant public funds or thing of value; and

WHEREAS, the granting of the incentives and tax abatements herein by the County will assist the
Company as allowed by applicable laws.

NOW, THEREFORE, upon and in consideration for the mutual promises and covenants
contained herein and for other valuable consideration, the receipt, adequacy and sufficiency of which is
hereby acknowledged, the Parties enter into this Agreement on the following tenns and conditions:

1. Scope of Agreement; Term. This Agreement fully sets out the complete agreement of the Parties.
This Agreement includes the facts, avennents, and representations set out in the Recitals, as well as all
exhibits, attachments, or appendices attached hereto or referenced herein, all of which are hereby
incoiporated by reference.

2. Defined Terms. As used in this Agi'eement, the following tenns shall have the following meanings:

Agreement" has the meaning set forth in the Preamble to this Agreement.

Amendment 772" has the meaning set forth in the Recitals to this Agreement.

Annual Report” has the meaning set forth in Section 5(d) of this Agreement.

"Capital Commitment" means a commitment by the Company to cause a Capital Investment in

connection with the Project in the aggi'egate amount of approximately $1.1 Billion through Company funds
and tlu'ough third party monies given in furtherance of the Project.

"Capital Investment" means all costs and expenses incurred, or caused to be incuired, by the
Company in connection with the acquisition, constioiction, installation, and equipping of the Project. The
tenn "Capital Investment" shall include all site pi-eparation costs and expenses incurred by the Company
in connection with the construction of the Facility, which shall include, without limitation, preparation of
a means of access to the Facility, provision for adequate drainage of the Facility Site to prevent the
accumulation of excess natural waters thereon, boundary and topographical surveying, clearing and
grabbing, excavating, grading, mass cut and fill, and fill of any floodplain/crop drainage features.

"Commence Construction" means physical work is being perfomied regularly, using appropriate
equipment and manpower, to construct and equip the Facility and install necessary infrastructure to
accomplish the objectives of the Project.

"Commence Operations" means the Company is producing its consumer good product for human
consumption at the Facility in commercial quantities.

Company Event of Default" has the meaning set forth in Section 11(a) of this Agreement.

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County" has the meaning set forth in the Preamble to this Agreement.

County Event of Default" has the meaning set forth in Section 10(a) of this Agreement.

County Jobs Incentive Cash Grant" has the meaning set forth in Section 5 of this Agreement.

Effective Date" means the date upon which all of the Parties have executed this Agreement.

Facility" has the meaning set forth in the Recitals to this Agreement.

Facility Site" has the meaning set forth in the Recitals to this Agreement.

"Force Majeure" means acts of God; governmental delays; acts of domestic or international
terrorism; change in governmental laws, orders, rules or regulations prohibiting the applicable action;
acts of public enemy; wars; blockades; insuiTections; riots; epidemics; pandemics; quarantines;
landslides; extreme weather; lightning; earthquakes; fires; storms; hurricanes; floods; washouts; civil
disturbances; and any other causes, whether of the kind herein enumerated or otherwise, not within the
control of the Party claiming suspension, and which by the exercise of due diligence, such Party is or
would have been unable to prevent or overcome.

"Fringe Benefits" shall mean all non-wage consideration paid or otherwise provided to Full-Time
Employees, including, but not limited to, health insurance, retirement, life insurance, workers'
compensation, unemployment compensation, and the employer portion of Federal Insurance Contributions
Act taxes.

"Full-Time Employee" shall mean a person who is paid directly by the Company for not less than
thirty-six (36) hours per week, is employed in the County, and who the Company identifies as its employee
to the U.S. Internal Revenue Service or the Alabama Department of Revenue or the Alabama Department
of Labor on returns or reports filed with the foregoing, including but not limited to, IRS Form 941.
Notwithstanding the above, the definition of "Full-Time Employee" for purposes of this Agreement shall
not include a temporary employee or a worker perfonning constraction work on buildings or other
structures which are intended to be part of the Project.

Outside Date" has the meaning set forth in Section 9(c) of this Agi-eement.

Party" or "Parties" has the meaning set forth in the Preamble to this Agreement.

Projeet" has the meaning set forth in the Recitals to this Agreement.
U
Project Employee” shall mean a Full-Time Employee occupying a Project Job during
the Tenn.

Project Job” shall mean an occupied new Full-Time Employee position created during the
Tenn.
U
Project Year” shall mean the period commencing on July 1, 2025 and each July 1st thereafter
during the Tenn, and ending on June 30th of the following year.

Term” The tenn of this Agreement shall commence on the Effective Date and shall end on
December 31, 2029.

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“Wages” shall mean wage consideration paid or otherwise provided, including, but not limited to,
overtime pay and bonuses. The definition of “Wages” for purposes of this Agreement shall not include
Fringe Benefits.

3. Representations and Warranties.

(a) The Company represents and warrants that:

(i) The Company is not prohibited from consummating the transaction contemplated
in this Agreement by any applicable law, regulation, agreement, instrument, restriction, order, or judgment;
and
(ii) The Company has the legal power and authority to enter into this Agreement and
to make the respective commitments made in this Agreement. To the extent that any authorization,
approval, resolution or consent of the Company's officers, managers, trustees, members or any other persons
is required under either the Company's organizational and/or governing documents or otherwise is required
by law and to the extent that any authorization, approval or consent of any governmental authority, body,
or agency or third party is required for it to have entered into this Agreement and make the commitments
contained in this Agreement, that such authorizations, approvals and consents have been or will be duly
obtained in accordance with applicable law and procedures.

(iii) The total estimated amount to be invested by the Company in the acquisition and
development of the Project is project to be $1.1 Billion. The County acknowledges that this is a good faith
estimate only and shall not be binding on the Company.

(iv) The Company expects to employ 250 employees in 2025 with a total annual payroll
of $ 8,666,667; 250 employees in 2026 with a total annual payroll of $6,500,000; and 250 employees in
2027 with a total annual payroll of $3,250,000. The County acknowledges that these are only good faith
estimates and shall not be binding on the Company.

(b) The County represents and warrants that:

(i) The County is not prohibited from consummating the transaction contemplated
in this Agreement by any law, regulation, agreement, instrument, restriction, order, or judgment; and

(ii) The County has the legal power and authority to enter into this Agi'eement and to
make the respective commitments made in this Agreement, and to the extent that any authorization,
approval, or consent of any other government authority, body, or agency or third party is required for it to
have entered into this Agreement and make the commitments contained in this Agreement, that such
authorizations, approvals, and consents have been duly obtained in accordance with applicable law and
procedures.

4. Commitments of the Company. In consideration of the County providing the incentives described
herein, the Company makes the following commitments to the County:

(a) The Company acknowledges that the citizens of the County anticipate the prompt receipt
of substantial economic benefit to the local and state economies in return for the investment of public
money in the Project. Therefore, the Company agrees to use commercially reasonable efforts to prosecute
the development of the Project. Subject to an event of Force Majeure, the Company expects that it will
(i) commence construction of the Project no later than January 1, 2022, (ii) complete the building within
Phase 1 of the Project by June 2023 and commence operations by April 2025, (iii) complete the building

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within Phase 2 of the Project by June 2023 and commence operations by June 2026, and (iii) complete
the building within Phase 3 of the Project by December 2024 and commence operations by September
2027. The Company estimates that it will hire 250 employees in 2025, 250 employees in 2026, and 250
employees in 2027.

(b) In furtherance of this Project, subject to an event of Force Majeure, the Company will fulfill
its Capital Commitment by July 1, 2028.

(c) Adequate funding to complete the development and construction of the Project and to
conduct the Company's business at the Project has been committed to the Project by the Company's
management.

(d) The Company is in good standing, licensed, and qualified to do business in Alabama, all
in accordance with Alabama law, and shall remain licensed, qualified, in good standing, and in compliance
with all Alabama laws applicable to its operations at the Facility.

(e) The Company shall, to the extent pennitted by applicable law, give commercially
reasonable consideration to County-based contractors and vendors and County residents to provide
products and seiwices in developing, constructing, and operating the Project. The Parties acknowledge that
selection of contractors and vendors for the Project shall be at the sole and absolute discretion of the
Company.

(0 The Company shall, to the extent pennitted by applicable law, give commercially
reasonable consideration to minority business enteiprises and women business enteiprises to provide
products and services in developing, constructing, and operating the Project. The Parties acknowledge that
selection of minority business enterprises and women business enteiprises for the Project shall be at the
sole and absolute discretion of the Company.

(g) The Company shall, to the extent pennitted by applicable law, give commercially
reasonable consideration to qualified County residents for employment at the Project, subject in all cases
to the Company's then usual and customary hiring policies and the sole and absolute discretion of the
Company.

5. County Jobs Incentive Cash Grant.

(a) In consideration of the Company locating the Project and conducting the Project's
business operations in the County and the economic benefit to the County to be realized from such
operations, the County agrees to make available to the Company an amount not to exceed $1,500,000
(“County Jobs Incentive Cash Grant”), payable in up to four (4) annual installments within sixty (60)
days after the Company furnishes to the County each Annual Report.

(b) The County Jobs Incentive Cash Grant payable by the County to the Company shall be
calculated as follows; (i) $2,000 per Project Employee position which has earned annualized Wages of
at least $50,000 for a period of at least 12 months, (ii) $3,000 per Project Employee position which has
earned annualized Wages of at least $75,000 for a period of at least 12 months, and (iii) $4,000 per Project
Employee position which has earned annualized Wages of at least $100,000 for a period of at least 12
months.

(c) Determining whether a Project Employee has earned the requisite minimum amount of
Wages (i.e., $50,000, $75,000, or $100,000, as the case may be) for a period of at least 12 months shall

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be on a Project Employee position, not individual person basis. For example, if a Project Employee
earning annualized wages of $50,000 is hired on January E* and resigns 3 months later (i.e., on April E‘)
and such position that such Project Employee resigned from subsequently filled 2 months later (i.e., on
June E‘) by another Project Employee earning annualized wages of $50,000, then a $2,000 County
Assistance payment shall be awarded for such Project Employee position if the second Project Employee
to fill such position remains employed for at least 9 months (because the first Project Employee filled the
position for 3 months and the second Project Employee filled the position for 9 months, for a total of at
least 12 months).

(d) Within 60 days of the end of each Project Year, the Company shall file with the County
a certificate, certified as to the accuracy of the facts stated therein by an executive officer of the
Company, certifying: (a) the number of Project Employee positions that have earned annualized Wages
of at least $50,000 for a period of at least 12 months, (b) the number of Project Employee positions that
have earned annualized Wages of at least $75,000 for a period of at least 12 months, and (c) the number
of Project Employee positions that have earned annualized Wages of at least $100,000 for a period of at
least 12 months (an “Annual Report”). The Annual Report shall be in the form of Exhibit B attached
hereto and contain reasonable supporting information and materials as would enable the County to
confinn the Project Employee positions and annualized Wage levels so certified by the Company for
such Project Year.

6. Company's Termination Right. If at any time, the Company decides to tenninate its obligations
under this Agi-eement, the Company shall provide thirty (30) days prior written notice to the County.

7. Assistance with Permits and other Project Approvals. The County agrees:

(a) To do all things and take all actions necessary to assist the Company processing applicable
pennits with the County; such assistance to include, expediting all plan reviews and approvals and
facilitating the expedited and timely consideration, processing, and issuance of all pennits required in
connection with the establishment and subsequent operation of the Project. Such pennits shall include, but
are not necessarily limited to site plan approvals, constmction and building pennits, approvals for the
abandonment and creation of all rights-of-way acquisitions and easements, and environmental pennits, all
to be issued on an expedited basis in order to pennit construction of the Project to proceed in a timely
manner; and

(b) To cap the total County Development Services building pennit fees (Commercial new,
electrical and miscellaneous) to $1,000,000.

8. Sanitary Sewers; Other Improvements to Public Infrastructure.

(a) Sanitary Sewers.

The County agrees to extend at its expense the current sanitary sewer line to the
Project site as identified in the attached Exhibit C. The County further warrants that its downstream
sanitary sewer infrastructure (pumps, lift stations, etc.) shall be sufficient to receive the Company’s
daily average effluent flow volume of 140,000 gallons per day (gpd) and peak effluent flow volume
of 250,000 gpd by May 1, 2023.

(b) Other Improvements to Public Infrastructure. Additionally, the County agrees to

diligently explore in an expeditious manner road, street and other infrastructure improvements
deemed necessary by the Company to enable efficient access by the Company to the Facility Site.
The County agrees to also apply and seek assistance from the State of Alabama’s Industrial Access
Grant Program for such improvements required for the Facility Site.

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9. Conditions Precedent.

(a) Anything in this Agi-eement to the contrary notwithstanding, the County shall not be
obligated to perfonn its obligations hereunder until the County shall have received the Company's executed
counterpart of this Agi'eement, duly executed by a duly authorized officer or representative of the
Company,

(b) Anything in this Agreement to the contrary notwithstanding, the Company shall not be
obligated to perfonn its obligations hereunder until the County shall have delivered to the Company a duly
executed counterpart of this Agreement.

(c) In the event that all of the conditions set forth in Section 9(a) and Section 9(b) shall not
have occurred by July 15, 2022 (the "Outside Date"), then this Agreement shall tenninate and be of no
further force and effect, without any liability of any Party to the other, unless the same is extended per
written instrument executed by the President of the Commission of the County, acting on behalf of the
County, and an authorized officer of the Company, acting on behalf of the Company, in which case the
"Outside Date" shall be the last day of such extension.

10. Events of Default by the County.

(a) Any one or more of the following shall constitute an event of default by the County under
this Agi-eement (a "County Event of Default") (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, deci'ee or order of
any court or any order, rule or regulation of any administrative or governmental body):

(i) the dissolution or liquidation of the County, or the filing by the County of a
voluntary petition in bankruptcy, or the County seeking of or consenting to or acquiescing in the
appointment of a receiver of all or substantially all of its property, or the adjudication of the County as
a bankrupt, or any assignment by the County for the benefit of its creditors, or the entry by the County
into an agreement of composition with its creditors, or if a petition or answer is filed by the County
proposing the adjudication of the County as a bankrupt or its reorganization, arrangement or debt
readjustment under any present or future federal bankruptcy code or any similar federal or state law in
any court, or if any such petition or answer is filed by any other person and such petition or answer shall
not be stayed or dismissed within 60 days; or

(ii) failure by the County to perfonn or observe any of its agreements or covenants
contained in this Agreement, which failure shall have continued for a period of 30 days after written notice
thereof from the Company, unless (A) the Company shall agree in writing to an extension of such period
prior to its expiration or (B) during such 30-day period or any extension thereof, the County has
commenced and is diligently pursuing appropriate corrective action and thereafter continues to diligently
pursue such corrective action to completion.

(b) If a County Event of Default occurs, the Company shall have available to it all rights
and remedies, both legal and equitable, provided by law (including without limitation specific
performance and mandamus); provided, however, the Company shall not be entitled to any indirect,
reliance, exemplary, speculative, special, punitive, incidental or consequential damages, whether arising
at law, in equity or otherwise.

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11. Events of Default by the Company.

(a) Any one or more of the following shall constitute an event of default by the Company under
this Agreement (a "Company Event of Default") (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):

(i) at any time prior to the completion by the Company of its obligations and
commitments hereunder, the Company is dissolved or liquidated, or the filing by the Company of a
voluntary petition in bankruptcy, or the Company seeking or consenting to or acquiescing in the
appointment of a receiver of all or substantially all of its property, or the adjudication of the Company
as a bankrupt, or any assignment by the Company for the benefit of its creditors, or the entry by the
Company into an agreement of composition with its creditors, or if a petition or answer is filed by the
Company proposing the adjudication of the Company as a bankrupt or its reorganization, arrangement
or debt readjustment under any present or future federal bankruptcy code or any similar federal or state
law in any court, or if any such petition or answer is filed by any other person and such petition or
answer shall not be stayed or dismissed within 60 days; or

(ii) failure by the Company to perform or observe any of its commitments set
forth in Section 4 of this Agi'eement, which failure shall have continued for a period of 30 days after written
notice thereof from the County, unless (A) the County shall agi-ee in writing to an extension of such period
prior to its expiration or (B) during such 30-day period or any extension thereof, the Company has
commenced and is diligently pursuing appropriate coirective action and thereafter continues to diligently
pursue such con-ective action to completion; provided, however, failure of the Company to hire
approximately 750 Project Employees and/or invest approximately $1.1 Billion in connection with the
Project, subject in all cases to the Company’s prudent business judgment, and then current Company,
market, and/or economic conditions, shall not constitute a Company Event of Default.

(b) If a Company Event of Default occurs, the County shall have available to it all rights and
remedies, both legal and equitable, provided by law; provided, however, the County shall not be entitled
to any indirect, reliance, exemplary, speculative, special, punitive, incidental or consequential damages,
whether arising at law, in equity or otherwise.

12. Force Majeure. In the event of any Party hereto being rendered unable, wholly or in part, by
reason of an event of Force Majeure to cany out its obligations hereunder, and regardless of whether or
not expressly provided herein, the obligations of such Party suffering such event of Force Majeure shall
be suspended during the continuance of any inability so caused, provided, however, that such Party
suffering the event of Force Majeure shall (a) deliver prompt notice, to the Party to whom the obligations
are due, of the occunence of such event of Force Majeure (such notice to describe the circumstances
creating the event and the steps that such Party proposes to take to eliminate the event or the effects
thereof), (b) use its best efforts to eliminate such event or the effects thereof and shall deliver periodic
status reports regarding such efforts to the Party to whom the obligations are due, (c) promptly deliver
notice to the Party to whom the obligations are due when such event has been eliminated or has ceased
to prevent the perfonnance of the suffering Party's obligations and (d) proceed to fulfill or perform such
obligations as soon as reasonably practical after the event has been eliminated or has ceased to prevent the
perfonnance of the suffering Party's obligations.

13. Costs and Expenses. Each Party agrees to pay its own costs and expenses incurred in connection
with the proposals, responses, and negotiation of the transactions contemplated herein, including all costs
and expenses incurred in connection with the preparation of any studies or reports, surveys, or approvals
for this Agreement or otherwise.

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14. Assignment. This Agi'eement is not assignable by any party hereto except upon the written consent
of the other party hereto, not to be unreasonably withheld, conditioned or delayed. However,, except that
the Company shall have the right at any time, without the consent of the County, to assign all its rights and
obligations in and to the Project and to transfer this Agreement or any part thereof to any affiliate of the
Company that agrees to assume the assigned obligations of the Company in and to the Project and is
controlled by or is under common control with the Company.

15. Section Titles and Headings. The section titles and headings are for convenience only and do not
define, modify, or limit any of the tenns and provisions hereof.

16. Survival of Representations and Warranties. The representations, waixanties, and covenants
made by each of the Parties hereto and contained herein shall survive the perfonnance of any obligations
to which such representations, waivanties, and covenants relate.

17. Waivers. Waiver of any of the obligations of any Party under this Agreement shall be effective
only when stated in writing and signed by the waiving Party. No delay or omission to exercise any right
or power by any Party shall be construed to be a waiver. In the event any provision is waived by a Party,
such waiver shall not be deemed to waive any other provision.

18. Time is of the Essence. The Parties acknowledge and agi'ee that time is of the essence in
perfomiing their respective duties under this Agreement.

19. Notices. Any communication, notice or demand expressly required or permitted under this
Agi'eement must be in writing and will be deemed to have been given (i) on the date personally delivered,
(ii) on the date delivered by any nationally recognized overnight cari'ier that routinely issues receipts, or
(iii) as of the date of acceptance or rejection noted on the return receipt if delivered by the United States
Postal Service, postage prepaid, certified or registered mail, return receipt requested, and addressed to the
party for whom it is intended at the address set forth below. Any party to this Agreement may add
additional addresses or change its addresses for pui-poses of receipt of any such communication by giving
ten (10) days prior written notice of such change to the other parties in the manner prescribed in this
Section.

If to the County: Jefferson County, Alabama

Attn: County Manager
716 Richard Arrington Jr. Blvd., Suite 251
Birmingham, Alabama 35203

With a copy to: Theo Lawson, Esq., County Attorney

716 Richard Arrington Jr. Blvd., Suite 251
Birmingham, Alabama 35203

If to the Company: Michael J. Brandt, Esq.

Wallace, Jordan, Ratliff & Brandt, LLC
800 Shades Creek Parkway, Suite 400
Binningham, Alabama 35209
Email: mbrandt@wallaceiordan.com

21. Entire Agreement; Amendment. This Agreement is the entire agreement and supersedes all prior
and collateral communications and agreements of the Parties relating to the subject matter. This Agreement

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may be amended only by a written modification executed by each of the Parties' duly authorized
representatives.

22. SeverabUitv. In case any one or more of the provisions contained herein should be invalid, illegal or
unenforceable in any respect and for any reason whatsoever, the validity, legality and enforceability of the
remaining provisions hereof shall not in any way be affected or impaired thereby, and in the event any such
provision is held to be invalid, illegal or unenforceable, those Parties affected by such event shall exercise
their best efforts to agree upon a provision in substitution for such invalid, illegal or unenforceable provision
that is as near in economic benefit as possible to the provision found to be invalid, illegal or unenforceable.

23. No Third-Party Beneficiaries. Other than as set forth in this Agreement, this Agreement shall
not confer any rights or remedies upon any person other than the Parties and their respective successors
and pennitted assigns.

24. Governing Law. The governing law of this Agreement shall be the law of the State of Alabama
without regard to conflicts of law provisions.

25. Construction. In this Agreement, unless the context indicates otherwise, the singular includes
the plural and the plural the singular, references to statutes, sections or regulations are to be constmed
as including all statutory or regulatory provisions consolidating, amending, replacing, succeeding or
supplementing the statute, section or regulation referred to; the words "including," "includes" and
"include" shall be deemed to be followed by the words "without limitation" or "but not limited to" or
words of similar import; references to exhibits, attachments or appendices are to those of this
Agreement unless otherwise indicated and shall be, deemed to include all subsequent modifications
thereto; references to agreements and other contractual instmments shall be deemed to include all
exhibits, attachments and appendices attached thereto and all subsequent amendments and other
modifications to such instrument; and references to Parties include their respective successors and
permitted assigns.

26. Counterparts. This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement
to produce or account for more than one such counterpart.

[Execution begins on following page]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in

their respective names as of the Effective Date.

JEFFERSON COUNTY, ALABAMA

By:
James A. Stephens
Printed Name:
President
Title: 11/22/2021

Date:

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DocuSign Envelope ID: 69CA26E3-2C6E-4E03-8FC8-4742A344129B

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in

their respective names as of the Effective Date.

6449 LLC, a Delaware limited liability

company

By:
L-,-
Printed Name: Tina R. Floyd

Title: President

Date:__ November 17. 2021

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DocuSign Envelope ID: 69CA26E3-2C6E-4E03-8FC8-4742A344129B

EXHIBIT A

FACILITY SITE LEGAL DESCRIPTION

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DocuSign Envelope ID: 69CA26E3-2C6E-4E03-8FC8-4742A344129B

Legal Description

PARCEL 1:

PARCEL 1{A): The property which is known as 43-00-15-2-000-003, 000, Being more particularly
described as follows: Commence at the Southwest corner of the NE 1/4 of NW 1/4 of Section 16.
Township 20 South, Range 5 West, Jefferson County, Alabama, thence S 89'’43'14’' E a distance of
41.83 feet to a point on the Western RIght-of-Way of Old Tuscaloosa Highway; thence along a non­
tangent curve to right having a radius of 1,985,00 feet, a chord bearing of S 38°39'22'' W and a chord
distance of 184,44 feet; thence along the arc of said curve and said Western Right-of-Way a distance of
184.51 fee the North line of Parcels 5 & 8; thence West along the North lines of Parcels 5 & 8, 7, 6, 4. 3.
and 2 a distance of 1252.17 feet to the West line of said section 15; thence leaving said North lines North
along the West line of said section 15 a distance of 145.00 feet; thence leaving said west line S SOMO'M"
E a distance of 1327.43 feet back to the point of beginning,

PARCEL KB): Commence at the Southwest corner of NE 1/4 of NW 1/4 of Section 16, Township 20
South, Range 5 West, Jefferson County, Alabama, and run thence South 144.6 feet, thence West 1320
feet, more or less, to the West line of said Section 15 for point of beginning; thence South along said
West line of Section 15 a distance of 116 feet, thence East 200 feet; thence North and parallel to the
West line of said Section 16 a distance of 116 feet, thence West 200 feet to point of beginning.

PARCEL 1(C1: Commence at the Southwest corner of NE 1/4 of NW 1/4 of Section 15, Township 20
South, Range 5 West, Jefferson County, Alabama and run thence South 144,6 feet, thence West to a
point 200 feet East of the West line of said Section 15 for point of beginning; thence South and parallel to
the West line of Section 16 a distance of 116 feet, thence East 200 feet, thence North parallel with the
West line of said Section 16 a distance of 116 feet, thence West 200 feet to point of beginning,

PARCEL IfDT Commence at the Southwest corner of the NE 1/4 of NW 1/4 of Section 15, Township 20
South, Range 5 West, Jefferson Count, Alabama and run thence South 144.6 feet, thence West to a point
400 feet East of the West line of said Section 15 for point of beginning; thence South and parallel to the
West line of said Section 15 a distance of 116 feet, thence East 200 feet, thence North parallel with the
West line of said Section 15 a distance of 116 feet, thence West 200 feet to point of beginning.

PARCEL IfET A parcel of land located in the SW 1/4 of NW 1/4 Section 15, Township 20 South, Range 5
West, Jefferson County, Alabama, more particularly described as follows: Commence at the NE corner of
said 1/4 1/4 Section and run South along the West 1/4-1/4 line 260,6 feet; thence run West parallel to the
North 1/4 1/4 line 180 feet to an iron pin on the NW right of way line of the Tuscaloosa Highway and point
of beginning of this description; thence continue West 295 feet; thence 90 degrees right run North 116
feet; thence 90 degrees right run East 423,2 feet to an iron pin on the NW right of way of said highway;
thence run SW with said right of way 172,9 feet to the point of beginning.

PARCEL 1(F): Commence at the Southwest corner of NE 1/4 of NW 1/4 of Section 15, Township 20
South, Range 5 West, Jefferson County, Alabama and run thence South 144,6 feet, thence West to a
point 600 feet East of the West line of said Section 15 for point of beginning: thence South and parallel to
the West line of said Section 15 a distance of 116 feet, thence East 200 feet, thence North parallel with
the West line of said section 15 a distance of 116, thence West 200 feet to point of beginning,

PARCEL IfG): The property which is known as 43-00-15-2-000-007.002. Being more particularly
described as follows: Commence at the Southwest corner of the NE 1/4 of NW 1/4 of Section 15,
Township 20 South, Range 5 West, Jefferson County, Alabama, thence S 89°43'14" E a distance of
41,83 feet to a point on the Western Right-of-Way of Old Tuscaloosa Highway; thence along a non­
tangent curve to right having a radius of 1985.00 feet, a chord bearing of S 38“39'22" W and a chord
distance of 184.44 feet: thence along the arc of said curve and said Western Right-of-Way a distance of
184.51 feet the North line of Parcels 5 & 8; thence West along the North lines of Parcels 5 & 8 a distance
of 423.2 feet to the point of beginning; thence South along the West line of 5 & 8 a distance of 116 feet:
thence West 46,81 feet to the East line of Parcel 6; thence North along said East line 116 feet; thence
East 46.81 feet back to the point of beginning.

PARCEL 1(H): Commence at the Southwest corner of the NE % of NW ’/4 of Section 16, Township 20
South, Range 5 West, Jefferson County, Alabama, run thence North 221 feet, thence East to the
Tuscaloosa Highway, thence Southwest 300 feet, thence West 69 feet to the point of beginning. Minerals
and mining rights excepted
DocuSign Envelope ID: 69CA26E3-2C6E-4E03-8FC8-4742A344129B

PARCEL 1 fCONSOLIDATED): Begin at the Southwest corner of the NE 1/4 of NW 1/4 of Section 15,
Township 20 South, Range 5 West, Jefferson County, Alabama, thence S 89°43'14" E a distance of
41.83 feet to a point on the Western Right-of-Way of Old Tuscaloosa Highway; thence along a non­
tangent curve to right having a radius of 1,985.00 feet, a chord bearing of S 40'’51‘35" W and a chord
distance of 343.15 feet; thence along the arc of said curve and said Western Right-of-Way a distance of
343.58 feet; thence West 1141.81 feet to 3/4" rebar on the West line of said Section 15; thence North
along last said West line a distance of 261 feet to a 3" Capped Pipe being the Northwest corner of the SW
1/4 of the NW 1/4 of said Section 15; thence S 89°43'14" E along the North line of said SW 1/4 a distance
of 1327.43 feet back to the Point of beginning.
Also, a tract of land as described in deed book 9860 Page 3877 in the Office of the Judge of Probate,
Jefferson County, AL, being described as follows. Commence at the Southwest corner of the NE % of NW
% of Section 15, Township 20 South, Range 5 West, Jefferson County, Alabama, run thence North 221
feet, thence East to the Tuscaloosa Highway, thence Southwest 300 feet, thence West 69 feet to the
point of beginning. Minerals and mining rights excepted.

PARCEL 2:

PARCEL 2fA).' Northwest Quarter of the Northwest Quarter of Section 15, Township 20 South, Range 5
West more particularly described as follows:

BEGIN at a 3 Inch Capped Pipe Found at the Southwest Corner of the Northwest Quarter of the
Northwest Quarter of Section 15, Township 20 South. Ranae 6 West, Jefferson County, Alabama:
thence N 00“ 36' 59" W along the West line of said Section 15 for a distance of 1333,92 feet to a 3 Inch
Capped Pipe Found at the Northwest Corner of said Section 15; thence S 89“ 44' 07" E along the North
line of said Section 15 for a distance of 1327,85 feet to a 3 inch Capped Pipe Found at the Northeast
Corner of the Northwest Quarter of the Northwest Quarter of Section 15; thence S 00° 35' 53" E along
the East line of the said Northwest Quarter of the Northwest Quarter of Section 15 for a distance
1334.25 feet to a point; thence N 89° 43' 14" W for a distance of 1327,43 feet to the POINT OF
BEGINNING. LESS AND EXCEPT any portion of subject property lying within the Right-of-Way of Old
Tuscaloosa Highway,

PARCEL 2fB): A part of the Southwest Quarter of the Northwest Quarter of Section 15, Township 20
South, Range 5 West more particularly described as follows:

COMMENCE at a 1 Inch Open Top Pipe Found at the Southwest Corner of the Southwest Quarter of the
Northwest Quarter of Section 15, Township 20 South, Range 5 West, Jefferson County, Alabama; thence
N 00° 35' 43" W along the West line of said Section 15 for a distance of 23.53 feet to an Iron Pin Set on
the Northwesterly Right-of-Way of Old Tuscaloosa Highway and the POINT OF BEGINNING of the
following described parcel; thence N 00° 35' 43" W along the West line of said Section 15, for a distance
of 1049.02 feet to a 3/4 Inch Rebar Found; thence leaving the West line of said Section 15, run S 89“ 44'
06" E for a distance of 1141.08 feet to a Capped Iron Found (Paragon) on the Northwesterly Right-of-Way
of Old Tuscaloosa Highway, said point being the point of curvature of a non-tangent curve to the right
having a radius of 1985.00, a delta of 01“ 56' 40", a chord bearing of S 46° 54' 26" W, and a chord
distance of 67,36 feet; thence continue along the arc of said curve and the Northwesterly Right-of-Way of
Old Tuscaloosa Highway for a distance of 67,36 to an Iron Pin Set at the point of ending of said curve;
thence S 47° 52' 46" W along the Northwesterly Right-of-Way of Old Tuscaloosa Highway for a distance
of 386,70 feet to a point; thence S 41° 54' 05" E along the Northwesterly Right-of-Way of Old Tuscaloosa
Highway for a distance of 15.00 feet to a point; thence S 47° 52' 46" W along the Northwesterly Right-of-
Way of Old Tuscaloosa Highway for a distance of 1084.16 feet to the POINT OF BEGINNING, LESS
AND EXCEPT any portion of subject property lying within the Right-of-Way of Old Tuscaloosa Highway,

PARCEL 2(C): The Northeast Quarter of Section 16, Township 20, Range 5 West lying West of Old
Tuscaloosa Highway and North of Lowetown Road more particularly described as follows:
DocuSign Envelope ID: 69CA26E3-2C6E-4E03-8FC8-4742A344129B

COMMENCE at a 1 Inch Open Top Pipe Found at the Southeast Corner of the Northeast Quarter of
Section 16, Township 20 South, Range 6 West, Jefferson County. Alabama; thence N 89''4T04" W along
the South line of the Northeast Quarter of said Section 16 for a distance of 26.11 feet to an Iron Pin Set
on the Northwesterly Right-of-Way of Old Tuscaloosa Highway and the POINT OF BEGINNING; thence
leaving the Northwesterly Right-of-Way of Old Tuscaloosa Highway run N 89‘’41'04" W along the South
line of the Northeast Quarter of said Section 16 for a distance of 1377,08 feet to an Iron Pin Set on the
Northeasterly Right-of-Way of Lowetown Road; thence leaving the South line of the Northeast Quarter of
said Section 16, run N 53° 52' 29" W along the Northeasterly Right-of-Way of Lowetown Road for a
distance of 1585,67 feet to an Iron Pin Set on the West line of the Northeast Quarter of said Section 16;
thence leaving the Northeasterly Right-of-Way of Lowetown Road run N 00° 47' 00" W along the West
line of said Northeast Quarter of Section 16 for a distance of 408,76 feet to a 11nch Open Top Found at
the Southeast Corner of the Northwest Quarter of the Northeast Quarter of said Section 16; thence N 00°
51' 03" W along the West line of said Northeast Quarter of Section 16 for a distance of 1335.16 feet to a 3
Inch Capped Pipe Found at the Northwest Corner of said Northeast Quarter of Section 15; thence S 89°
35' 37" E along the North Line of said Northeast Quarter of said Section 16 for a distance of 2681.24 feet
to a 3 Inch Capped Pipe Found at the Northeast Corner of said Northeast Quarter of Section 16; thence S
00° 36' 59" E along the East Line of said Northeast Quarter of Section 16 for a distance of 1333.92 feet to
a 3 Inch Capped Pipe Found at the Southeast Corner of the Northeast Quarter of the Northeast Quarter
of Said Section 16; thence S 00° 35' 43" E along the East Line of said Northeast Quarter of Section 16 for
a distance of 1309,72 feet to an Iron Pin Set on the Northwest Right-of-Way of Old Tuscaloosa Highway;
thence leaving the East Line of said Northeast Quarter of Section 16, run S 47° 52' 46" W along the
Northwest Right-of-Way of Old Tuscaloosa Highway for a distance of 34.87 feet to the POINT OF
BEGINNING. LESS AND EXCEPT any portion of subject property lying within the Right-of-Way of
Lowetown Road or within the Right-of-Way of Old Tuscaloosa Highway.
PARCEL 2(D): All that part of the Southeast Quarter of Section 16, Township 20, Range 5 West lying
West of Old Tuscaloosa Highway and North of Lowetown Road more particularly described as follows:
COMMENCE at a 1 Inch Open Top Pipe Found at the Northeast Corner of the Southeast Quarter of
Section 16, Township 20 South, Range 5 West, Jefferson County, Alabama; thence N 89°41'04"W along
the North line of the Southeast Quarter of said Section 16 for a distance of 26.11 feet to an Iron Pin Set
on the Northwesterly Right-of-Way of Old Tuscaloosa Highway and the POINT OF BEGINNING; thence S
47° 52’ 46" W along the Northwesterly Right-of-Way of Old Tuscaloosa Highway for a distance of 823.20
feet to an Iron Pin Set on the Northeasterly Right-of-Way of Lowetown Road; thence leaving the
Northwesterly Right-of-Way of Old Tuscaloosa Highway run
N 53°52'29" W along the Northeasterly Right-of-Way of Lowetown Road for a distance of 948.91 feet to
an Iron Pin Set on the North line of the Southeast Quarter of said Section 16; thence leaving the
Northwesterly Right-of-Way of Old Tuscaloosa Highway run S 89° 41' 44" E along the North line of the
Southeast Quarter of said Section 16 for a distance of 1377.08 feet to the POINT OF BEGINNING. LESS
AND EXCEPT any portion of subject property lying within the RIght-of-Way of Lowetown Road or within
the Right-Of-Way of Old Tuscaloosa Highway.
DocuSign Envelope ID: 69CA26E3-2C6E-4E03-8FC8-4742A344129B

EXHIBIT B

ANNUAL REPORT

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DocuSign Envelope ID: 69CA26E3-2C6E-4E03-8FC8-4742A344129B

ANNUAL REPORT
FOR PROJECT YEAR 20 TO 20

I, , in my capacity as the of 6449

LLC, a Delaware limited liability company (the “Company”), do hereby certify to JEFFERSON
COUNTY, ALABAMA, a political subdivision of the State of Alabama (the “County”), in
accordance with the provisions of that certain Project Development Agreement dated the day
of ,20 , by and among the Company and the County (the “Project Aa'eement”).
as follows:

1. This Annual Report is being delivered with respect to Project Year (the
Applicable Project Year”).

2. The number of Project Employee positions that have earned Wages of at least
$50,000 for a period of at least 12 months for the Applicable Project Year is_______ .

3. The number of Project Employee positions that have earned Wages of at least
$75,000 for a period of at least 12 months for the Applicable Project Year is_______ .

4. The number of Project Employee positions that have earned Wages of at least
$100,000 for a period of at least 12 months for the Applicable Project Year is_______ .

5. The Project Employee and Wage levels provided in this Annual Report are
calculated in accordance with all applicable provisions of the Project Agreement.

6. Capitalized teims used herein and not othemise defined shall have the meanings
given to such tenns in the Project Agreement.

IN WITNESS HEREOF, the undersigned has executed and delivered to the County this
Annual Report this day of ,20__ .

6449 LLC

By:

Name:

Its:

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DocuSign Envelope ID: 69CA26E3-2C6E-4E03-8FC8-4742A344129B

EXHIBIT C

SANITARY SEWER LINE TO THE PROJECT SITE

16 I Page
DocuSign Envelope ID: 69CA26E3-2C6E-4E03-8FC8-4742A344129B

^
'fe

New sanitary sewer manhole (site connection)

Certificate Of Completion
Envelope Id: 69CA26E32C6E4E038FC84742A344129B Status: Completed
Subject: 8086 Project 6449 Development Agreement
Source Envelope:
Document Pages: 20 Signatures: 1 Envelope Originator:
Certificate Pages: 1 Initials: 0 Mildred G Diliberto
AutoNav: Enabled 707 17th Street Suite 4000
EnvelopeId Stamping: Enabled Denver, CO 80202
Time Zone: (UTC-08:00) Pacific Time (US & Canada) dilibertom@jccal.org
IP Address: 69.5.90.9

Record Tracking
Status: Original Holder: Mildred G Diliberto Location: DocuSign
11/22/2021 3:46:41 PM dilibertom@jccal.org

Signer Events Signature Timestamp

James A. Stephens Sent: 11/22/2021 3:46:42 PM
commpres@jccal.org Viewed: 11/22/2021 5:12:34 PM
President Signed: 11/22/2021 5:12:41 PM
Jefferson County Commission
Signature Adoption: Pre-selected Style
Security Level: Email, Account Authentication
(None) Using IP Address: 67.59.213.1

Electronic Record and Signature Disclosure:

Not Offered via DocuSign

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps

Envelope Sent Hashed/Encrypted 11/22/2021 3:46:42 PM
Certified Delivered Security Checked 11/22/2021 5:12:34 PM
Signing Complete Security Checked 11/22/2021 5:12:41 PM
Completed Security Checked 11/22/2021 5:12:41 PM

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