Resolution 2022-R-166  A resolution authorizing the execution ofa Buyout and Termination of Ground Lease. Agreement with Affinity Hospital, LLC WHEREAS, the City of Irondale, Alabama ("City") and Affinity Hospital, LLC ("Affinity") are parties to that certain Ground Lease Agreement dated July 2, 2007, as amended by that certain First Amendment to Ground Lease Agreement dated June 17,2014, and that certain Second Amendment to Ground Lease Agreement dated July 20, 2022 (the Ground Lease and the First Amendment and Second Amendment to the Ground Lease Agreement are collectively  referred to herein as the "Lease"):a and  WHEREAS, Affinity exercised its right to purchase the leased premises on May 3, 2022 WHEREAS, the City desires to buyout Affinity's right to purchase the leased premises and the retained land in order to retain the same upon the terms and conditions set forth in the  and its right to purchase the retained land on May 19, 2022; and  Buyout and Termination of Ground Lease Agreement; and  WHEREAS, upon payment of the Buyout Fee as defined in the Buyout and Termination ofGround Lease Agreement, the Lease and its terms and conditions will immediately terminate. THEREFORE BE IT RESOLVED, by the City Council oft the CityofIrondale, Alabama that (i) a buyout fee of $6,753,242.13 is authorized to be paid to Affinity Hospital, LLC to terminate the Ground Lease Agreement entered into by the City on July 2, 2007 and (ii) that Mayor James D. Stewart, Jr. is hereby authorized to execute a Buyout and Termination of Ground Lease Agreement with Affinity Hospital, LLC in substantially the form attached hereto as Exhibit A as well as any other documents necessary to effectuate such buyout of Affinity Hospital, LLC from  the Ground Lease Agreement and to termination such agreement. ADOPTED & APPROVED: This 6th day of September,  David  APPROVED:    PEK  ATTESTER: huck LeiAmAlison, City Clerk    CERTIFICATION  I, Leigh Ann Allison, the City Clerk of the City of Irondale, Alabama, hereby certify the above to be a true and correct copy of a resolution adopted by the City Council of the City of Irondale at its regular meeting held on the 6th day of September, 2022, as the same appears in the  minutes ofrecord of said meeting.  A  Legh Ann Allison, City Clerk    VLIAHXG    BUYOUT. AND TERMINATIONOF GROUND LEASE AGREEMENT This Buyout and Termination of Ground Lease Agreement (the "Agreement") is made and entered into as oft the date of the last party hereto to execute this Agreement (the "Effective Date") by and between the City of Irondale, Alabama. (the "Landlord") and. Affinity Hospital, LLC, a Delaware limited  liability company (the" "Tenant").  WITNESSETH:  WHEREAS. Landlord and Tenant are parties to that certain Ground Lease Agreement dated. July 2,2007, as amended by that certain First Amendment to Ground Lease Agreement dated June 17,2014. and that certain Second Amendment to Ground Lease Agreement dated July 20, 2022 (the Ground Lease and the First Amendment and Second Amendment to the Ground Lease Agreement are collectively  referred to herein as the "Lease"):and  WHEREAS, the Tenant exercised its right to purchase the Leased Premises on May 3, 2022 and WHEREAS, the Landlord and Tenant extended the deadline to close on the Exercised Purchase Option to September 30, 2022 in the Second Amendment to Ground Lease Agreement (the "Purchase WHEREAS, the Landlord and Tenant acknowledge the current Lease termination date is WHEREAS, the Landlord desires to buyout the Tenant's right to purchase the Leased Premises and the Retained Land upon the terms and conditions set forth herein and the parties acknowledge the WHEREAS, upon payment oft the Buyout Fee as defined herein, the parties desire that the Lease NOW, THEREFORE, for and in consideration oft the mutual covenants and agreements set forth herein and other good and valuable consideration, the parties. intending to be legally bound, agree as 1. The Landlord shall pay to the Tenant the amount of Six Million Seven Hundred Fifty-Three Thousand Two Hundred Forty-Two and 13/100 Dollars (S6.753.242.13) (the "Buyout Fee") no later than September 30, 2022 ("Buyout Fee Payment Date") as consideration for the termination of Tenant's Exercised Purchase Option and the termination of the Lease as set forth below. The parties agree that, ifnecessary for financing purposes, Landlord may extend the time for the payment of the Buyout Fee to Tenant to a date no later than October 15, 2022 by providing written notification to 2. The Exercised Purchase Option and Lease will immediately terminate upon Landlord's payment of thel Buyout Fee to Tenant (the Termination Date") according to the terms oft this Agreement. Within ten (10) days of the receipt of the Buyout Fee, Tenant will execute, acknowledge. and deliver to Landlord's attorney an original Memorandum of Termination of Lease Agreement in the form attached hereto as Exhibitlf for recording with the appropriate. judge of probate's office. 3. Ifthe Buyout Fee has not been paid by Landlord to Tenant on or before October 15, 2022, then the Landlord and Tenant acknowledge and agree that the Purchase Option Closing Date shall be extended until October 31, 2022 to give the Tenant time to close on the Exercised Purchase Option. Except for  its right toj purchase the Retained Land on May 19, 2022 (the "Exercised Purchase Option");  Option Closing Date"):  October 31, 2022 unless sooner terminated pursuant to this Agreement;  buyout right; and  andi its terms and conditions immediately terminate.  follows:  Tenant ofLandlord's desire to extend thej payment time.    the Purchase Option Closing Date. the parties otherwise agree that the terms and conditions as set 4. After the Termination Date and except as set forth herein, neither party shall have any further 5. To the extent permitted by law, the parties agree to indemnify. hold harmless, and defend each other from and against any and all claims, suits. and judgments, including reasonable attorney's fees and litigation expenses, based upon or arising out of the Lease. and/or this Buyout and Termination of Lease Agreement, where such claims, suits or judgments are related to the actual or alleged negligence, actions, and omissions of the indemnifying party or its employees, agents, directors, representatives, or officers. Both parties agree that this provision shall survive the Termination Date. 6. . Following the Termination Date. the rights. responsibilities and duties of the parties under the Lease are hereby abrogated. except to the extent such rights, responsibilities and duties survive the termination of the Lease pursuant to the Lease's explicit terms, or as such survival is specifically 7. The capitalized terms used in this Agreement shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Agreement. 8. This Agreement may be executed in one or more counterparts, each of which will constitute an original, and all ofwhich together shall constitute one and the same agreement. In order to expedite the execution of this Agreement, signatures sent by electronic mail or signed electronically may be used in the place of original signatures on this Agreement. The parties intend to be bound by the signatures of the electronically mailed or signed signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of the signature. Without limiting or otherwise affecting the validity of executed copies hereof that have been sent by electronic mail or signed electronically. the parties will use reasonable efforts to deliver originals as promptly as  forth in the Lease will continue to control for the Exercised Purchase Option. obligations to the other through this Agreement, the Lease. or otherwise.  provided for by law.  possible after execution ifrequested by the other party.  (Signature Page to Follow)  2/Page    IN WITNESS WHEREOF, the parties have executed this Buyout Fee and Termination of Ground  Lease Agreement to be effective as oft thel Effective Date.  LANDLORD: Cityo ofIrondale. Alabama FK  TENANT: Affinity Hospital, LLC  By: Title: Date:  Nme: Title: Mayor Date:  D.S Stewart, Jr. 9ha021  3Page    aBedlt  17914x3    After Recording Return to: Leigh Allison. City Clerk City ofIrondale. Alabama 101 20+ Street South Irondale, Alabama 35210 STATE OF ALABAMA ) JEFFERSON COUNTY)  MEMORANDUM OF TERMINATION OF LEASE AGREEMENT  This Memorandum of Termination of Lease Agreement ("Memorandum" is dated the  day of  2022 by and between the City of Irondale. Alabama, ("Landlord") and Affinity Hospital. LLC.  a Delaware limited liability company ("Tenant") for the real property as described in ExhibitsA and B attached This Memorandum relates to the lease between Landlord and Tenant concerning the Property referenced in  hereto and made aj part hereof(-Property").  Instrument No. County, Alabama on the  Map Book and Page Number  and filed in the Office of the Judge of Probate of Jefferson  day of  This Memorandum is executed for recording purposes to verify and to memorialize in the real property IN WITNESS WHEREOF, the parties have executed this Memorandum as of the dates set forth below.  records that the Lease Agreement referenced herein has beent terminated.  TENANT:  AFFINITY HOSPITAL, LLC Printed Name: Its: Date:  STATE OF  COUNTY  I, hereby certify that instrument as liability company.  a Notary Public in and for said County in said State, of AFFINITY HOSPITAL, LLC. a Delaware limited  whose name is signed to the foregoing  liability company, acknowledged before me on this day that, being informed of the contents of the instrument, he/she, as such officer, and with full authority, executed the same voluntarily for and as the act of said limited  Given under my hand ands seal, this  day of  2022.  NOTARY PUBLIC My Commission Expires:  (SEAL)  5Page    LANDLORD: CITY DF RONDAI  uhf Printed Name: James D. Stewart,Jr. Date: 9a/3012  Its:  Mayor,  STATE OF ALABAMA JEFFERSON COUNTY  LConaie Tunev  a Notary Public in and for said County in said State,  hereby certify that JAMES D. STEWART, JR., whose name is signed to the foregoing instrument as MAYOR of THE CITY OF IRONDALE, ALABAMA, an Alabama municipal corporation, acknowledged before me on this day that, being informed of the contents of the instrument, he, as such officer. and with full authority. executed the same  voluntarily for and as the act of said municipal corporation.  Given under my hand and: seal, this 12dyotSept  2022.  Compp-floe My Commission Expires: 1/313023  NOTARY PUBLIC  (SEAL)  6Page    EXHIBIT A  Legal Description ofLeased Premises  STATE OF ALABAMA JEFFERSON COUNTY PARCEL1  Ap parcel ofland being the Northeast Quarter of the Northeast Quarter, the Northwest Quarter of the Northeast Quarter, the Southeast Quarter of the Northeast Quarter, all thej part ofthe Northeast Quarter ofthel Northwest Quarter and the Northwest Quarter oft thel Northwest Quarter lying southeast of1 Interstate 459, in Section 28, Township 17 South, Range 1 West in Jefferson County, Alabama, less and except the Dabbs Vocational School Property; with said PARCEL1 BEGIN at an iron pipe found at the northeast corner ofs said Section 28; thence run South 00 degrees, 18 minutes, 55 seconds East and along the east line ofs said Section 28 for a distance of 2,649.95 feet to a point calculated as the southeast comer ofs said Southeast Quarter ofthe Northeast Quarter; thence run South 89 degrees, 23 minutes, 39 seconds West and along the south line of said Southeast Quarter ofthel Northeast Quarter for a distance of1,322.42 feet to an iron pipe found at the southwest cormer of said Southeast Quarter of the Northeast Quarter; thence run North 00 degrees, 35 minutes, 34 seconds West and along the west line of said Southeast Quarter oft thel Northeast Quarter for a distance of1,315.76 feet to an iron pipe found at the southeast comer of said Northwest Quarter ofthe Northeast Quarter; thence run South 89 degrees, 38 minutes, 52 seconds West and along the south line ofsaid Northwest Quarter ofthe Northeast Quarter for a distance of1 1,321.40 feet to an iron pipe found at the southeast corner of said Northeast Quarter ofthe Northwest Quarter; thence run South 89 degrees, 33 minutes, 56 seconds West and along the south line of said Northeast Quarter oft thel Northwest Quarter for a distance of 1,321.77 feet to ai railroad spike found at the southeast corner of said Northwest Quarter oft the Northwest Quarter; thence run South 89 degrees, 34 minutes, 48 seconds West and along the south line of said Northwest Quarter of the Northwest Quarter for a distance of 621.68 feet to a capped rebar set on the east right-of-way ofPine Whispers Drive; thence run North 64 degrees, 15 minutes, 13 seconds East for a distance of417.82 feet to aj point calculated; thence run North 54 degrees, 01 minutes, 39 seconds East for a distance of169.85 feet to aj point calculated; thence run North 68 degrees, 45 minutes, 07 seconds East for a distance of175.51 feet to a point calculated; thence run North 84 degrees, 31 minutes, 28 seconds East fora distance of247.35 feet to aj point calculated; thence runl North 06 degrees, 591 minutes, 36 seconds Bast for a distance of 360.45 feet to aj point calculated; thence: run North 55 degrees, 00 minutes, 31 seconds West for a distance of 198.41 feet to aj point calculated on the east right-of- way ofsaid Interstate 459; thence run North 54 degrees, 03 minutes, 00 seconds East and along said east right-of-way for a distance of208.62 feet to a concrete ALDOT monument found; thence run! North 60 degrees, 261 minutes, 17 seconds East and along said east right-of-way for a distance of 521.49 feet to a concrete ALDOT monument found; thence run North 46 degrees, 45 minutes, 22 seconds East and along said east right-of-way for a distance of179.81 feet to a capped rebar found on the north line of said Northeast Quarter oft the Northwest Quarter; thence run North 89 degrees, 26 minutes, 46 seconds East and along said north line oft the Northeast  being more particularly described as follows:  DOCSBHM.I485I8810)    Quarter oft the Northwest Quarter for a distance of371.90 feet to an iron pipe found at the northwest corner of said Northwest Quarter ofthel Northeast Quarter; thence run North 89 degrees, 27 minutes, 51 seconds East and along the north line of said Northwest Quarter oft the Northeast Quarter for a distance of 1,328.06: feet to an iron pipe found at the northwest corner of said Northeast Quarter of the Northeast Quarter; thence run North 89 degrees, 29 minutes, 07 seconds East and along the north line of said Northeast Quarter ofthe Northeast Quarter fora distance of1 1,327.91 feet to the POINT OF BEGINNING, less any portion thereof which may  constitute the beds and bottoms oft the navigable Cahaba River. Said parcel containing 153.745 acres, more or less.  DOCSBFMA14BIBSI0A    EXHIBIT! B Retained] Land  A parcel ofl land being part oft the Northeast Quarter of the Northwest Quarter and the Northwest Quarter of the Northwest Quarter lying southeast of Interstate 459, in Section 28, Township 17 South, Range 1 West in Jefferson County, Alabama, with said parcel being more particularly Begin at a capped rebar set at the intersection of the east right-of-way of said Interstate 459 and the south line ofs said Northwest Quarter of the Northwest Quarter; thence run North 54 degrees, 03 minutes, 00 seconds East and along said east right-of-way for a distance of1 1,435.31 feet to a point calculated; thence run South 55 degrees, 00 minutes, 31 seconds East for a distance of 198.41 feet to aj point calculated; thence run South 06 degrees, 59 minutes, 36 seconds West for a distance of 360.45 feet to a point calculated; thence run South 84 degrees, 31 minutes, 28 seconds West for a distance of247.35 feet to aj point calculated; thence run South 68 degrees, 45 minutes, 07 seconds West for a distance of 175.51 feet to aj point calculated; thence run South 54 degrees, 01 minutes, 39 seconds West for a distanced of 169.85 feet to a point calculated; thence run South 64 degrees, 15 minutes, 13 seconds West for a distance of417.82 to a capped rebar set on the south line of said Northwest Quarter of the Northwest Quarter and on the east right-of- way ofPine Whispers Drive, a Jefferson County Right-of-Way; thence run North 41 degrees, 01 minutes, 08 seconds East and along said east right-of-way for a distance of 371.83 feet to a capped rebar set; thence run northeastwardly and along said east right of way, being a curve to the right, having ai radius of330.20, a chord bearing of North 48 degrees, 09 minutes 35 seconds East for a chord distance of 82.10 feet to a capped rebar set; thence run North 34 degrees, 41 minutes, 57 seconds West and along the end ofs said right-of-way for a distance of 50.00 feet to a capped rebar set on the west right-of-way of said Pine Whispers Drive; thence run southwestwardly and along said west right-of-way, being a curve to the left, having a radius of 380.20 feet, a chord bearing of South 48 degrees, 09 minutes, 35 seconds West for a chord distance of94.53 feet to a capped rebar set; thence run South 41 degrees, 01 minutes, 08 seconds West and along said west right-of-way for a distance of415.97 feet to a capped rebar set on the south line of said Northwest Quarter of Northwest Quarter; thence run South 89 degrees, 34 minutes, 48 seconds West and along said south line for a distance of 290.29 feet to the POINT  described as follows:  OF BEGINNING.  Said parcel containing 8.290 acres, more orl less.  DOCSBHM.14818S10A