Resolution 2022-R-171  Authorizes execution ofa Performance Agreement with Tremayne Thompson/Perect, Note  Festival Division/TK Productions Groupfor  the City of Irondale's 1351h Anniversary Celebration Music Festival  NOW THEREFORE, BE IT HEREBY RESOLVED by the City Council oft the City of Irondale, Alabama, in regular meeting duly assembled, a quorum being present, that Mayor James D. Stewart, Jr. is authorized to execute a Performance Agreement with Tremayne Thompson/Pertect Note Festival Division/TK Productions Group in an amount not to exceed $61,940.00 for musical performances at the City of Irondale's 135th Birthday Celebration Music Festival. Such agreement shall be in substantially the form attached hereto as Exhibit A.  ADOPTED & APPROVED: This 6th day of September, 2022.  David  dg  APPROVED:  ALEA  ATTESTED:  RLLL 6 eigAnAllison, City Clerk  CERTIFICATION  ILeigh Allison, City Clerk oft the City of Irondale, Alabama, hereby certify the above to be a true and correct copy ofai resolution adopted by the City Council oft the City ofIrondale at its regular meeting held on the 6th day of September, 2022, asthe same appears in, the minutes of  record of said meeting.  Leigh Ann Allison, City Clerk    EXHIBITA    R PRODUCTIONS GROUP  PERFORMANCE AGREEMENT  AGREEMENT made this 24 day of August "PromoterlVenue": andTremayne Thompson Division/TK Productions Group.  between City of Irondale  Perfect Note Festival  All parties mutually agree that the Artist agrees to perform at the  City of Irondale 135th Birthday Music Festival ("Event/Festival"). upon all terms and conditions set 1. NAME OF EVENT/FESTIVAL: City of Irondale 135th Birthday Celebration Music Festival  forth in the agreement.  2. EVENT ADDRESS: Irondale, AL - Beacon Park 3. DATE(S) OF EVENT: September 25, 2022 4. LENGTH OF PERFORMANCE: 4:00PM-1 10:30PM 5. ARTISTS USING HOUSE BAND ARE AS FOLLOWS:  Sherri B and Dee Bradley Kim Scott  6. FULL PRICE AGREED UPON: $61,940.00  7. PAYMENT TERMS: 50% deposit 30 days from Performance, and balance prior to perfor  8. TERMS & CONDITIONS:  All other Artist will provide his/her own band  9. This agreement shall become effective when both parties have signed, until then shall have no  force and effect.  TKI Production Representative Date:  Promoter/lVenue Representative Date:  BA  9hl2aa  MAKE CHECK PAYABLE1 TO TKI PRODUCTIONS, AND EVENTS LLC    Resolution 2022-R-170  Authorizes execution of a Contract for Purchase and. Sale of Real Estate with Sha Outdoors, LLCfor the purchase of property located at 1521 Heritage Place Drive, Irondale, Alabama NOW THEREFORE, BE IT HEREBY RESOLVED by the City Council oft the City of Irondale, Alabama, in regular meeting duly assembled, a quorum being present, that Mayor James D. Stewart, Jr. is authorized to execute a Contract for Purchase and Sale of Real Estate with Sha Outdoors, LLC (in substantially the form attached hereto as Exhibit A) for the purchase of 10.49 +/-acres ofp property located at 1521 Heritage Place, Irondale, Alabama in an amount not to exceed  $275,000.00 plus closing costs.  ADOPTED & APPROVED: This 6th day of September, 2022.  David  APPRQVED:  &  ALA  ATTESTED:  @Uup OiS  CERTIFICATION  LLeigh Allison, City Clerk of the City of Irondale, Alabama, hereby certify the above to be a true and correct copy ofar resolution adopted by the City Council ofthe City ofIrondale at its regular meeting held on the 6th day of September, 2022, as, thesame appears in the minutes of  record of said meeting.  n Allison, City Clerk    EXHIBIT A    CONTRACT! FOR PURCHASE AND SALE OF REALI ESTATE  STATE OF. ALABAMA COUNTY OF JEFFERSON )  )  This Contract is made and entered into the 16" day of August, 2022, whereby, Sha Outdoors, LLC (hereinafter called "Seller(s)" hereby agree to sell, and City of Irondale, Alabama (hereinafter called "Purchaser"), hereby agrees to purchase, on the terms hereinafter stated, the real property described as +/-10.5 acres at 1521 Heritage Place Drive situatedi in. Jefferson County, Alabama, to wit:  See attached survey for legal description.  Jefferson County 2021 Tax] Parcel No. 24-00-164.00-003012  1. Purchase Price. Shall be Two Hundred Seventy-Five Thousand and No/100 Dollars ($275,000.00), as consideration for the real Property to be sold. All properties are being 2. Closing Costs. Purchaser agrees to pay all closing costs, including closing Attomey's fees, deed 3. Closing. It is intended that the sale shall be closed within thirty (30) days of execution hereof. Closing Agent is hereby named and shall take place at' TBD. Seller shall tender merchantable title tol Purchaser, free and clear ofall encumbrances via Statutory Warranty Deed. 4. Possession. Possession of the Properties shall be delivered by Seller tol Purchaser at closing. 5. Default: Remedies. In the event either party to this Contract fails to perform its obligations hereunder (except as excused by the other party's default), the party claiming default will make written demand for performance by the other party. If Seller fails to comply with such a written demand within ten (10) days after receipt thereof. Purchaser may waive such default and proceed with the Closing, or Purchaser may seek specific performance of the terms of this Contract, or Purchaser may terminate this Contract and obtain a refund of the Eamest Money in full satisfaction of all damages. If Purchaser fails to comply with such a written demand within ten (10) days after receipt thereof, Seller may waive such default and proceed with the closing or Seller may terminate this Contract, in which case the Earnest Money shall be paid to Seller as liquidated damages, and not as a penalty, it being understood and agreed that Seller's açtual damages would be difficult or impossible to ascertain, but that the Eamest Money is a reasonable approximation thereof. On termination of this Contract, the non-defaulting party shall be entitled toaf full reimbursement from the defaulting party of all expenses paid in good faith under this Entry Upon Properties. Upon execution of this Agreement, Purchaser, its agents, employees and all other persons authorized by it, or any oft them, are permitted to enter upon the properties and to obtain and perform such inspections as Purchaser may deem necessary or advisable including, but not limited to, percolation, soils, hazardous waste, environmental and geological tests, and studies. PURCHASER HEREBY AGREES TO DEFEND, INDEMNIFY, RELEASE, PROTECT, SAVE AND HOLD HARMLESS THE SELLER FROM AND AGAINST ANY  purchased in' "ASIS" condition with no warranties. preparation, title search/abstract, title insurance and filing fees.  contract.    AND ALL LOSSES ARISING OUT OF OR RELATING TO ANY DUE DILIGENCE ACTIVITY CONDUCTED BY PURCHASER OR ITS AGENTS. WHETHER BEFORE OR AFTER THE EXECUTION OF THIS AGREEMENT. REGARDLESS OF FAULT. The indemnity of obligation set forth in this Section shall survive closing or termination of this 7. Abstract of Title. Purchaser within twenty (20) days after the Effective Date of this Agreement, order a title report of the Properties disclosing good and merchantable fee simple title thereon vested in Seller. Purchaser shall examine the title; provided, however, it is Purchaser's requirement that the title report disclose Seller as present owner of fee simple title to the Properties without except for ad valorem taxes not yet due and payable, any existing mortgage (from with the Properties shall be released at closing) and such other easements and exceptions as Purchaser may, in its sole and absolute discretion, waive in writing (the "Permitted Exceptions"). Ifthet title report discloses a defect or defects in title to either the Properties or disclose easements or other exceptions that Purchaser is unwilling to waive, then Purchaser agrees to notify Seller of such matter and Seller shall proceed to cure such matters at Seller's expense. If said matters are not cured within twenty (20) days after notice, then Purchaser may grant Seller additional time to cure the defects and, further Purchaser may, at any time thereafter, at is option in writing waive such defect or unacceptable easements or other exceptions or cancel this Agreement, in which case of the latter event, Seller shall immediately refund to Purchaser the Earnest Money paid hereunder. Seller represents that it presently owns fee simple title to the Properties, except for any existing mortgage which Seller covenants to have released with respect to the Properties as the time of closing, and will not permit any change in the status oft the title to the Properties until this Agreement has been consummated or otherwise terminated in accordance with the terms  Agreement.  hereof.  8. Time. Time is oft the essence of this Contract.  9. Miscellaneous The Seller is represented by Lee Willcoxon of Willcoxon Properties, LLC, a real estate agent and Eight Percent (8%) sales commissions is due to the real estate broker, real estate salesperson, or other party. This agreement, the terms, conditions, and representations contained therein, shall bel binding upon Seller's executors, administrators, and heirs. This Contract reflects the entire agreement of the parties. No amendments or modifications thereto shall be binding 10. Rollback Taxes. Buyer shall be responsible for any additional ad valorem taxes in the nature of rollback or recapture taxes due under Code of Alabama 1975 Section 40-7-25.3, ifsuch taxes are  unless in writing and signed by both parties.  levied against the property.  [SIGNATURES TOI FOLLOW ONI NEXTI PAGE]    In Witness Whereof, the parties have hereunto set their hand and seals this 16* day of August  2022.  PURCHASER: CITY OF IRONDALE  Stewart,Jr.  Its: Mayor  ALEA  SELLER: SHA OUTDOORS,LLC   By: Sammy Estes Member of Sha Outdoors, LLC    : an IM  10.49 ACRES  1;  NO. 78 HGHWAY U.S.