Resolution 2022-R-105  Authorizes Purchase of Real Estate at. 3521. Ratliff Road, Irondale, Alabama BE IT HEREBY RESOLVED by the City Council of the City of Irondale, Alabama, in regular meeting duly assembled, a quorum being present that Mayor. James D. Stewart, Jr. isl hereby authorized to execute an agreement in substantially the form attached hereto as Exhibit A for the purchase of property located at 3521 Ratliff Road, Irondale, Alabama for the purchase price of $5,000,000.00 plus closing costs and to execute. any document(s)r necessaryt to effectuate such purchase  transaction.  ADOPTED & APPROVED: This the 7th day of. June, 2022  David  President  APPROVED:  a  ELLA  ATTESTED:  Leigh  Clerk  eV  CERTIFICATION  I,L Leigh Ann Allison, City Clerk of the City of Irondale, Alabama, hereby certify that the abovet tol be atrue and correct copy ofai resolution adopted by the City Council ofthe Cityoflrondale ati its regular meeting held on. June 7, 2022, as same appears int the minutes ofrecordo ofsaid meeting.  AE  eig Ann Allison, City    VAI41Yxa    ASSIGNMENT OF COMMERCIAL SALE. AGREEMENT  THIS ASSIGNMENT OF COMMERCIAL SALE AGREEMENT (the LLC, an Alabama limited liability company (the "Assignor") and' THE CITY OF IRONDALE,  "Assignment") is made as of June  2022, by and between GRAHAM ACQUISITIONS,  ALABAMA, an Alabama municipal corporation (the "Assignee").  WITNESSETH:  WHEREAS, Assignor desires to assign and Assignee desires to acquire and assume all rights and duties owned by Assignor pursuant to that certain Commercial Sale Agreement dated March 30, 2022, as amended by that certain Amendment to Commercial Sale Agreement dated April 18, 2022, between Graham Acquisitions, LLC, as Purchaser, and First Carolina Holdings  LLC, as Seller (as amended, the "Contract").  NOW, THEREFORE, in consideration of the above premises and of the agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which  is hereby acknowledged, the parties hereto hereby agree as follows:  1.  Assignor hereby assigns, transfers and conveys to Assignee all of its right, title  and interest in and to the Contract, and the Assignee hereby assumes and agrees to perform all obligations requiring performance after the date hereof under the Contract. To the extent permitted by law, Assignee shall indemnify and hold harmless Assignor from and against any claim, liability, and expense, including reasonable attorneys' fees, which Assignor may incur that  arises from Assignee's performance of, or failure to perform, such Contract.  2. As full consideration for this Assignment, simultaneously with the full execution ofthis Assignment, Assignee shall pay Assignor (i) Ten and No/100 Dollars ($10.00) and other good and valuable consideration, and (ii) all out of pocket expenses and deposits paid by Assignor in performing due diligence investigations in connection with the Contract, or in preparing for the closing and the purchase of the property that is the subject of the Contract. Assignee shall assume and pay all future due diligence costs and closing costs under the  Contract.  3. This Assignment shall be binding upon and shall inure to the benefit of Assignor  and Assignee, and their respective successors and assigns.  [Signature appear on following page]    IN WITNESS WHEREOF, this Assignment is executed by the parties hereto as ofthe  day and date first written above.  ASSIGNOR:  GRAHAM ACQUISITIONS LLC An Alabama limited liability company  By:  Mike Graham Its Member  ASSIGNEE:  THE CITY OF IRONDALE, ALABAMA An Alabama municipal corporation  By:  James D. Stewart,Jr. 17 Vits Mayor    COMMERCIAL SALE AGREEMENT Revised March 2008 (Previous forms obsolete) Graham & Company 1801 Fifth Avenue North, Suite 300 Birmingham, AL 35203  This is a legally binding contract. Seek competent advicè prior to execution.  Effective Date of Commercial Sale Agreement:  ("Effective. Date")  SELLER: whose address is_ hereby agrees to sell and BUYER: whose address is. below:  FIRSTCAROLINA HOLDINGSLLC  4113 East North Street, Greenville, South Carolina 29615-2350 ("Seller")  GMALAMACQUSIONSIIE and/ori it's Assigns 1801 Fifth. Avenue North. Suite 300, Birmingham. Alabama35203  ("Buyer")  herebyagrees to purchase the following described real estate, together with alli improvements thereon and appurtenances thereto ("Property") situated in the City of. Irondale County of, Jefferson Alabama, on the terms stated  Address: 35211 Ratliff Road, Irondale, Alabama 35210 and Deseribed as Follows:  ShdssalASAITIR 1WofI-459 &RatliffRd Sect 21 Twsp 17S Range  THE) PURCHASE PRICE shall be $Fivel Million - 00/00 Dollars ($5.000.000.00), EARNEST MONEY, (see below) SFiftyT Thoysand - 00/00Dollars ($50,000.00  ("Purchase Price") payable as follows:  ("Eamést Money") ("Closing Payment").  CASH on closing this sale  $Four) Million Nine Hundred Fifly - 00/00 Dollars $4.950.000.00)  Comnercial Sale Agreement  Page lof?    AGENCY DISCLOSURE:  The listing company is: Access Realty.LLC The selling company is: Graham & Co.LLC  The listing company is: (7wo blocks may be checked). X An agent oft the! Seller. D An agent of the Buyer. a Ans agent ofboth the! Seller and Buyer andi is acting as a limited consensual dual agent. DAssistingt the D Buyer Seller (check one or both) as at transaction broker.  The selling company is: (7wo blocks may be checked) D An: agent oft the Seller. E An agent oft the Buyer. DA An agent oft both the Seller and Buyer andi is acting as a limited consensual dual agent. DA Assisting the D Buyer a Seller (check one or both) as at transaction broker.  Buyer'sInitials  Seller's Initials  2. CONDITION OF PROPERTY: Neither Seller nor any Agent makes any representations or warranties of any kind regarding the condition of the Property except to thee extent expressly and specifically set forth herein. Except as otherwise stated in this Agreement, Buyer accepts the Property ini its present' "As Is", "Where Is" condition,  3. BUYER'S! INSPECTION PERIOD:  a. Buyer shall have a period of Thirty (30) days from the Effective Date ("Inspection Period") to arrange for financing (ifappliçable): and to determine, either personally or through or with a representative ofE Buyer's choosing, any and all conditions oft the Property (including without limitation the condition of all improvements thereon) material to Buyer's decision to purchase the Property. This determination shall include, without limitation, Buyer satisfying itself as to title matters, survey matters, structural matters, zoning matters, subdivision restrictions, environmental matters, existing contracts and financiali matters affecting the Properly, all soil, landscaping and other physical conditions ofthe Property, availability and sufficient quantities of all utilities, and all additional matters that Buyer believes relevant, in b, Ifforanyr reason whatsoever Buyer is unablet to obtain financing (ifapplicable) and/or determines that the Property isu unsuitable for its purposes in its sole and absolute discretion, or decides for any other reason not to purchase the Property, then Buyer shall notify Seller in writing ofi its decision not to purchase thel Property not later than thel last day ofthel Inspection Period, at which time thel Escrow) Deposit shalll be returned tol Buyer, subject tot the provisions contained in Section 5 hereof, and, except as to those matters that specifically survive termination pursuant to the terms hereof, this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement. If Buyer does not give written notice to Seller ofi its election to not purchase the Property prior to the expiration of the Inspection. Period, then iti is agreed that the Buyer shall be deemed to have obtained financing (ifa applicable) and shall be deemed to have approved thel Property and the parties shall proceed to Closing as provided for herein, subject to the C. From the Effective Date until the Closing, Seller hereby grants to Buyer and its agents access to the Property in order to conduct reasonable investigations and tests as Buyer may desire, including, without limitation, environmenta! site assessments ands structural, mechanical, electrical and other physical investigations ofthel Property, Seller agrees to cooperate with Pytppametas concerning the! Propertyin Seller's possession upon written request therefore by Buyer in order to conduct such inspections and tests. Buyer shall coordinate all of its testing and investigations, and its agents' testing and investigations with Seller in order to insure the least amount of interference with Seller's operations. Buyer agrees to indemnify and hold Seller harmless against any claims for bodily injury, properly damage andi mechanics' liens arising out of any actions ofBuyer or its agents or representatives- ont thel Property  its sole and absolute discretion, in determining whether or not to purchase the Property.  provisions of Scction' 7 and Section 8 herein.  Commercial Salc Agreement  Page2of7    in the course of such activities. Buyer also agrees to restore or repair any oft the Property damaged or disturbed as a result of Buyer's exercise of its rights under this Agreement to as near as is reasonably possible to the condition that existed immediately prior to the exercise of such rights. Buyer's obligations to indemnify and hold Seller harmless under this paragraph shall survive Closing and any termination of this Agreement. Buyer's obligation under this subsection to restore the Property shall survive Any termination ofthis Agreement but shall not survive Closing.  EARNEST MONEY & BUYER'S DEFAULT:  a. Seller and Buyer hereby direct that LANDTITLECO. ("Escrow. Agen!") act as éscrow agent and hold the Eamest Money in trust until this Agreement has been accepted and signed by all parties, at which time the Eamest Money will be promptly deposited into the escrow account of the Escrow Agent. During the Inspectien Period Buyer may unilaterally andi in its sole discretion cancel this Agreement and be refunded thel Escrow Deposit. In the event1 that following the Inspection Period Buyer fails to carry out and perform thet terms oft this Agreement as a result of no fault ofthe! Seller, the Eamest Money shall be forfeited to Seller as liquidated damages at the option of Séller, provided Seller agrees to the cancellation of this Agreement. Ifthis. Agreement does not close and the Earnest Money is to be tumed over to Seller or refunded to Buyer pursuant to this Agreement, Seller and Buyer agree to execute a written release to thel Escrow Agent affirming the proper disposition ofthe Eamest Maney. Int the event both Seller and Buyer claim the Earnest Money, or either Seller or Buyer refuses or fails to execute a release, the Escrow Agent may interplead the disputed portion of the Earnest Money into a court located in the county where the Property is located, and shall be entitled to deduct or recover from the Earnest Money its court costs, reasonable attorney fees and other out-af-pocket expenses relating to the interpleader. In the event. that the Eamest Money is not received and verified as good and sufficient funds within, Two_(2) days oft the Effective Date, Seller shall have the right to void this Agrecment upon notice tol Buyer, and upon the exercise ofsuchi right, this Agreement shall be void and neither party shall have any further obligation to the other. Furthermore, when the Earnest Money is a check and the check is returned by a financial institution as unpaid, Seller shall have the right to void this Agreement upon notice to Buyer, and upon the exercise of such right, this Agreement shall be void and neither party shall have any furthèr obligation to the other, b. Buyer and Seller, jointly and severally, agree to indomnify, defend and hold harmless the Escrow Agent from and against any and all losses, costs (including, without limitation, reasonable attomeys' fees), damages, expenses, and claims suffered or incurred by Escrow Agent in connection with or arising from or out ofthe Escrow Agent serving as 5. CONVEYANCE: Seller agrees to convey the Property to Buyer by Statutory warranty deed, free and clear ofalle eacumbrances except for the' "Permitted) Exceptions" as herein set forth. Thel Property iss sold and is to be conveyed subject to: () mineral and mining rights not owned by Seller; (ii) existing leases and tenant escrow deposits that are to be transferred to Buyer, subject to any present management and or rental commission agreements thereon; (iii) other existing binding agreements provided by Seller within seven_(7) days of the Effective Date; and (iv) other survey matters and title matters as specifically idontified as *Permitted Exceptions" herein (collectively referred to as the  an escrow agent under this Agreement.  "Permitted Exceptions"). 6. TITLE INSURANCE:  a. Seller shall provide, at X Buyer's  Seller's (check one) expense within Five(5) days after the  Bffective Date a standard owner's title insurance commitment for the issuance ofan owner's ttle insurance policy by Property to be in Seller, together with the documents relating to exceptions to title referred to therein ("Title Commitment"). Buyer shall notify Seller of any unacceptable liens, encumbrances, restrictions, or pther defects or matters ("Title Objections") on or before the expiration of the Inspection Period. In the event that Buyer fails to notify Seller ofany" Title Ohjections within said time period, Buyer shal! be deemed to have accepted such title and all matters contained therein shall be deemed to be "Permitted Exceptiona". In the event that Buyer does provide Title Objections within said time period, within five (5) days following Bayer's deliyery of the Title Objections, Seller shall elect (by written noticet tol Buyer) to cure ord decline to corrects such Title Objections. IfSellera advises Buyer that Seller is unwilling or unable to correct any or all Title Objections or if Seller fails to respond, within five (5) days thereafter, Buyer may elect to terminate this Agreement by giving written notice to Seller, at which time the Earnest Money shall be returned to Buyer subjoct to the provisions contained in Section 51 hereof. In the event that Buyer fails to provide such notice  ("Title Company") in the amount of the Purchase Price showing fee simple title to the  Commercial Snle Agreement  Page3of7    during such time, Buyer shall be deemed to have accepted such title and such matters shall be deemed to be "Permitted b. AtClosing X Buyer Seller (check one) shall pay for the owner'stitle insurancep policy ("Owner'sPolicy? to be issued by the Title Company pursuant to the Title Commitment which shall contain references to fhe Permitted 7. SURVEY: Within five (5) days of the Effective Date, Seller shall provide, at its expense, any existing surveys of thel Property which the Seller has in its possession. During the Inspection Period, Buyer has the right to obtain a new 8. PRORATIONS: All items customarily prorated and adjusted in connection with the closing oft real estate similar to the Property, including all ad valorem taxes, rents, operating expenses, insurance, and accrued interést on mortgages assumed, if any, are to be prorated between Seller and Buyer as of the Closing Daté, and any advance escrow deposits held byl Mortgagees shall be credited to Seller. The cost of recording the deed shall be paid by the Buyer.  Exceptions". Exceptions.  survey oft thel Property, at its expense.  9. CLOSING & POSSESSION DATES:  a. The consummation of the sale transaction contemplated herein is referred to as the' "Closing". The sale shall be closed, and the deed delivered on or before Thirty(30)daysi from acceptance of this agreement_ except Seller shall have a reasonable length oft time within which to perfect title or cure defects in the title ofthe Property, as provided for herein ("Closing Date"). "). Buyer shall extend the closing deadline for additional Thirty (30) days by depositing an additional Ten Thousand ($10,000) with Escrow Agent that shall be non-refimdable, but applicable to the Purchase  Price. b.  Att the Closing, Seller shall deliver to Buyer: (i). A deed as provided for herein; (ii) FIRPTA statements as required hercin;  (ili) Litigation and lien affidavits executed by Seller, ins such fomm as approved by" Title Company; (iv) Lien waivers executed by Seller, in such form as approved by the Title Company; and (v) Such other documents and instruments as may be roasonably required to effectuate the Closing as herein  contemplated.  d. Atthe Closing, Buyer shall deliver to Seller:  (I) Currently available funds in the amount equal to the Closing Payment adjusted as provided herein, and (ii) Such other documents and instruments as may be reasonably required to effectuate the Closing as herein  contemplated.  Passession of the Property shall be given to Buyer on the Closing Date.  10. DISCLAIMER: Seller and Buyer acknowledge that they have not relied upon advice or representations of Agent (or Agent's associated salesperson(s) relative to (i) the legal or tax consequences of this Agreement and the sale, purchase or ownership of the. Property; (i) the structural condition oft the Property, including condition of the roofand basement; (ii) construction materials; (iv) ther nature and operating condition ofthe electrical, heating, air conditioning, plumbing, water heating systems and appliances; (v) the availability of utilities or sewer service; (vi) the character of the neighborhood; (vii) the investment or resale value of the Property including projections of income or operating expenses; (viii) compliance requirements of the Americans with Disabilities Act; (ix) the existence of any hazardous or toxic waste, substance, or material, including without limitation any asbestos or any oil OF pesticides; (x) any state of facts which woudbedisclosedi by an accurate survey ofthe Property; or(xi) any other matters affecting their to sell or purchase the Property on. the terms- and price herein set forth. Seller and Buyer have sought and willingness obtained  independent advice relativé thereto. Commercial Sale Agreement  Page4of7    11, SELLER WARRANTS: Seller warrants that unless excepted herein, Seller has notr received notification from any lawful authority regarding any assessments, pending public improvements, répairs, replacements, or alterations to the Property that have not been satisfactorily made. Seller warrants that Seller is the fee owner of the Property or is authorized to execute this document for thet fee owner. Seller also represents that, to the best of its knowledge, except ast may otherwise be expressly disclosed herein, Seller has not released or disposed of any hazardous ar toxic waste, substance or material, including without limitation any asbestos or any oil or pesticides (collectively, "Hazardous Substances"), on orabout the Property; has not disposed of or arranged for the disposition of any Hazardous Substances from thel Property except in compliance with all applicable federal, state or local laws; and no Hazardous Substances exist on the Property or about the Property that threaten the Property. Seller makes no warranty that the Preperty is suitable for any particular purpose, nor that the Property is in compliance with the requirements of the Americans with Disabilitios Act. THESE WARRANTIES SHALLSURVIVE THE DELIVERY OF THE1 DEED. 12. RISK OF LOSS: Seller agrecs to kecp in force hazard insurance on the Property until this sale is closed and the deed is delivered. Ifthe Property is destroyed or materially damaged between the Bffective Date and the Closing Date, through no fault oft the Buyer or its agents, and Seller is unable or unwilling to restore iti to its previous condition prior to Closing, Buyer shall have the option of canceling this Agreement and receiving thel Eamest Money or accepting the Property ini its then condition. IBuyer elects to accept the Property in its damaged condition, any insurance proceeds otherwise payablet to Sellor by reason ofs such damage shall be applied to the balarice of the purchase price or otherwise 13. HAZARDOUS SUBSTANCES: Seller and Buyer expressly acknowledge that the Ageut(s) have not made an independent investigation or determination with respect tot the existence or nonexistence of asbestos, PCB: transformers, or other toxic, hazardous or contaminated substancés or gases in, or, or about the Property, or for the presence of underground storage tanks. Any such investigation or determination shall be the responsibility of Seller and/or Buyer 14. FOREIGN INVESTMENT INI REALI PROPERTY TAX. ACT (FIRPTA): At the Closing, Seller and Buyer 15. SELECTION OF ATTORNEY: The parties hereto acknowledge and agree that, ifthey! have agreed to share the fees ofa closing attomey hereunder, such sharing of fees may involve aj potential conflict of interest and they may be required to execute an affidavit at Closing acknowledging their recognition arid acceptanço ofs same. Each oft the parties acknowledges that he has ar right to be represented at all times in connection with this Agreement and the Closing by an 16. ADDITIONALPROVISIONS: Any additional provisions set forth on the attached exhibits, and initialed by all 17. FACSIMILE. AND COUNTERPART: SIGNATURES: This agroement may be executed in counterparts and by either party or by both parties by telecopy or facsimile and shall be binding upon the party so executing it upon receipt 18. NO. ADDITIONAL BROKERS: Buyer and! Sellers represent and warrant to each other thatt there arei noi real estate brokers or agènts or other persons owed any commission, finder's fee, or other compensation respecting the transaction 19. TIMEI IS OF THE ESSENCE: The Parties agree that timei is ofthe essence of this Agreement. 20. NOTICE: All notices, demands and/or consents provided for in this Agreement shall be in writing and shall be deemed tol have been served on the date mailed by United States registered or certified mail, return receipt requested, with postage prepaid. All such notices and communications shall be addressed to the parties hereto at the set forth at) page 1 hereof, or at such other addresses as either may specify to the other in writing. 21, 1031 EXCHANGE: The parties acknowledge that either oft them may elect to effect the disposition oft thel Property pursuant tot this Agrecment as al like-kind exchange pursuant to Section 1031 ofthe United States Internai Revenue Code  shall bej payable tol Buyer.  and. Agent(s) shall not be held responsible thérefor.  shall comply with the FIRPTA andt the regulations promulgated thereunder by thel IRS.  attomey ofh his own choosing, at his own expense. parties, are hereby made aj part oft this Agreement. byt thec other party oft thes signature.  contemplated. herein, except for those parties specifically referenced herein,  addresses.  respective  Commercial Sale Agreement  Pagos 50f7    (an' "Exchange"). The parties agree to cooperate with one another in all respects in effecting such Exchange, including, without limitation, by executing and delivering such documents as may be customarily required in such exchange transactions, provided that the parties shall not be required to incur any expense or additional obligation in connection 22, CONFIDENTIAL INFORMATION; INSPECTIONS: Buyer shall use reasonable efforts to treat and hold all information furnished by Seller to Buyer in the course of Buyer's inspections and investigations of the Property as confidential information! by Buyer and1 Buyer shall return all such information to Seller at Buyer'sexpense in the event thet transaction contemplated by this Agreement does not clase for any reason whatsoever. In addition, Buyer shall use reasonable efforts to treat and hold all reports, engineering studies, analyses and other documents and information resulting from investigations by Buyer, or any of its employees, agents or representatives obtained in the course of Buyer'si inspections andi investigations ofthel Property as confidential information and copies ofall such documents shall beé delivered to Scller at Seller's expense in the event the transaction contemplated by this Agreement does not close for 23, ENTIRE AGREEMENT: This Agrecment constitutes the entire agrecment between Buyer and Seller regarding thel Property, and supersedes all prior discussions, negotiations and agreements between Buyer and Seller, whether oral or written. Neither Buyer, Seller, Agent nor any other sales agent shall be bouind by any understanding, agreement, promise, or representation concerning the Property, expressed ori implied, not specified herein. Any further changes or THIS AGREEMENT IS INTENDED TO BE A LEGALLY BINDING ÇONTRACT. IF YOU DO NOT UNDERSTAND THE LEGAL EFFECT OF ANY PART OF THIS AGREEMENT, SEEK LEGAL ADVICE  therewith.  any reason whatsoever.  modifications to this Agreement must be in writing and signed by the parties hereto,  BEFORE: SIGNING. es  BUYER: GRAHAMACQUISITIONS,LLC BymiBie Aakorn ITS: Pembev  Mar ag,Baa: (Date)  1t  Buyer's Signature  SELLER: FIRST CAROLINA HOLDINGSI LLC  3-30-22 (Date)  Mone M.ope Witnesstos Seller's Signature  Selier Ov: rrs:  - -  EARNEST! MONEY: Receipt is hereby acknowledged ofthe eamest money as hereinafter set forth.  Cash FIRM: Land"' Title Company  Check  BY:  Commercial! Sale Agrecment  Page 60f7    COMMISSION: THE COMMISSION PAYABLE' TOTHE AGENT(S) IN THIS SALE IS NEGOTIABLE BETWEEN Int this Agreement E Seller D Buyer (check one or both) agrees to pay in CASH at Closing, a commission in the amount of Five(5%lpercent ofthe total purchase pricet thats shall be splite equallyt betweent thel Listing Company and the  THE A0ENTSS)ANDTHE: CLIENT.  Selling Company Solle uyer AR AL Broker/Agent  mhehalar  SellerBuyer BrokerlAgent  Commercial: Salc Agrcement  Page 70f7