HITEV  1833  MINUTES  City Council Special Meeting 3:00 p.m. Tuesday, October 3, 2023 317 S. Madison Street, Whiteville, NC, 28472  The City Council Special Meeting of the City of Whiteville was called to order on Tuesday, October 3, 2023, at 3:00 p.m., at 317 S. Madison Street, Whiteville, NC,  28472. 1) ROLL CALL PRESENT: ABSENT:  Terry Mann, Jimmy Clarida, Tim Collier, Helen BI Holden, Vickie Pait, Kevin' Williamson, and Emory Worley  None.  OTHERS IN ATTENDANCE: Darren Currie, City Manager; Carlton Williamson, City Attorney; Bonnie Williams, City Clerk; Madison Ward, Economic Development Director; Robert Lewis, Planning Director; and Joseph Williams  (The News Reporter) 2) CALL TO ORDER 3) PURPOSE OF MEETING  Mayor Mann called the Special Meeting to Order at 3:04 pm. The purpose of the Special Meeting is to report on negotiations of property acquisition & economic development terms, and to consider an Mayor Mann deferred tol Mr. Currie and Mr. C. Williamson. Mr. Currie explained that the Columbus County Commissioners (CCC) met in their regular meeting on Monday, October 2, 2023 and one of the agenda items they discussed was an Inter-local Government Agreement (ILGA) between Columbus County and the City of Whiteville. He explained that this ILGA is in regards to an Economic Incentive Grant from Columbus County to the City for bringing a new business into Whiteville. The name of the company is Prevalus. Mayor Mann stated that this matter has been previously discussed among the City Council members in closed sessions. Mr. C. Williamson reported that the CCC voted to approve the ILGA, with the addition of a paragraph under Item 2 in the agreement, at their October 2nd meeting. Brief discussion ensued concerning items Mr. C. Williamson reviewed the ILGA with City Council and discussion continued to ensue pertaining to those items listed under section 2 of the agreement. He explained that the ILGA pertains to property located at 1271 W. Columbus Street, formerly known as The News Reporter building. He reported that this is the site which Prevalus intends to set up their business going forward. He explained that upon City Council approving and signing the ILGA, he will forward the document to the CCC fora Mr. C. Williamson reviewed the Offer to Purchase Agreement, including its exhibits A and B. He explained the contingencies contained within the document. More discussion ensued regarding the contingencies and the risks to the City should the building become damaged or destroyed by flood or fire. Council Members Williamson and' Worley expressed concerns pertaining to insuring the building and the ILGA appearing to  Interlocal Agreement with Columbus County.  listed under section 2 of the agreement.  completed execution of the document.    be more advantagous to the County, should something happen to the building. Mayor Mann explained that if the City does not approve the ILGA, the deal with Prevalus will become a dead project. Discussion Mayor Pro Tem Clarida MOVED, SECONDED by Council Member Pait to approve the proposed ILGA. Motion carried with a 4-3 vote. Mayor Mann, Mayor Pro Tem Clarida, Council Members Holden and Pait voted int favor of the ILGA. Council Members Collier, Williamson, and Worley voted not Council Member Pait MOVED, SECONDED by Council Member Holden to approve and accept the Offer to Purchase Agreement for the property located at 127 W. Columbus Street. Motion carried with a 7-0 vote. Vickie Pait MOVED to approve the adjournment for the Special Meeting on  ensued.  ini favor of the ILGA.  4) ADJOURNMENT  October 3, 2023 at: 3:30 pm. Helen B Holden SECONDED the motion. VOTE:7-0 (Unanimous) Nays: 0 Absent: 0  Yeas: 7 (Terry Mann, Jimmy Clarida, Tim Collier, Helen B Holden,  Vickie Pait, Kevin Williamson, Emory' Worley)  Tb  Terry REA Bonnie  EiMy    STATEOF: NORTHG CAROLINA COUNTY OF COLUMBUS  INTIALOCALAORPEMINT FOR ECONOMIC DEVELOPMENT  THIS INTERLOCALI AGKEEMENT, made and entered intot thist the. 3rda day of October, 2023, by: and between the CITY OF WHITEVILLE, a North Carolinal Municipal Corporation, organived und existing undert the laws of the State of North Carolina (hercinalter "City"), andi the COUNTY OF COLUMBUS, al North Carolinal body politic, organized and existing under the laws oft the State ofl North Carolina (hereinafter' County(coletivehy, the  City and County are the' "Parties").  WITNESSETH  WHEREAS, North Carolina General Statute #158-7.1,1 seg. and General Statute 8158- 7.4, et scd.s each County and City in the! State ofl North Carolina, is authorized tot make appropriations for economic development purposes and may enter inio agreements 106 execule undertakings pursuant lo Part I of Article 20 of Chapter 160A of the General Suatutes under which ench) participating local government agrees top provide resources fer evelopment suible WHEREAS, the respective stafls oft the Cily and County have actively partieipated in the recruitment of an existing business enterprise identified by the Economic Development Departments oft the City, County, and State as Project Cirrus", and WHEREAS, on September 27, 2023, the Offices of the Governer ofl North Carolina unnounced that Provalus, an IT Services Company, previously identified as" "Projcet Ciru"will establish operations int the City of Whiteville with assistance oft the State ofl North Corolina through a performance-bused, grant from the One North Carolina Fund; and WHEREAS, the City: and County haver agreed to fund the purchase ofut facility Joeated at 127 West Columbus St., Whiteville, NC 28472 ("properly"), with the City taking titles and leasing said propeny to Provalus toi house lis operations; and WHEREAS, the City and Counly desire to enter into this Agreement toi idently the terms oft the Economic Development Grant being made by the County 1o the City 10 absist with NOW, THEREFORE, for and ine consideration of the mutual covenantsl herein contained and the mutual benefits resulling from the Agreement, the parties agree as follows: 1. The City shall purchase thej property in ccordance with the temns and conditions as set forth in the Agreement for Purchase and Sale ofl Improved Real Property, à copy ofs which  for commercial use; and  thej purchase oft thej property.  isa attached hereto as Exhibit "A";    2. The County will provide an! Economic Development Grant in the sun ol $348,500.001 to the City as a portion oft the purchase price upon the condition that the Cily completes the purchase oft the property ine accordance with the Agreement in compliance with the contingencies as: set forth on Exhibit "B" attached to the Agreement for Purchase and! Sale and a) In the event the City sells the property, the County willt receive the sum of $348,500.00 or an amount equal to one-half oft the sales price of the property, whicheveris b) In the event the facility located ont the property is destroyed and insurance proceeds are recovered for the loss, the County will receive from the City the sum of C) Int the event thej purchase ol' thej properly failst tor materialize, the Counly will recgver from the City the full amount oft thel Economie Development Grant provided tot the City, 3. This Agreement shall continue through the duration oft thep period oft the proposed Lease between the City and Provalus und any extensions thereto and for so long ast the City 4, The County shall not bet responsible for any additional funds abovet the 5. This Agreement may be amended by Resolution oft the City Council and the IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS INTERLOCAL  the following conditions: larger;  $348,500.00 from the insurance proceeds;  retains lidet tot the property. $348,500.00 contained hercin. County's Board of Commissioners.  AGREEMENTAS OF THE DATEI FIRSTA ABOVE WRITTEN.  (SIGNATURE PAGET TOI FOLLOW)  2    CITY OF WHITEVILLE  By:  halee MAYOR  ATTEST:  shAlug  COUNTYOF COLUMBUS  By:  ATTEST:  ABlak  Shd-  3    FART"A"  CammerclaiAllance, REALYORE R  AGREEMENT YOR PURCIASE. AND SALE OF IMPROVED REAL PROPERTY  RALTOR North Carollna Aasoclation of REALTORS Cityofy Whitevile, NC a(s)body politie of the State of North Carolina (individual ors State ofl fommation atd type of entity) NRCOI LLC A()NCL Limited Liabilty Company (Individual ors Sute olt formation andt type ole enlity) formation oft thee entity.)  THIS AGREEMENT, including any and: alla addenda attached lereto ("Agreement"),isb by lnd between  ("Buyer"), dnd "scller")  (NOTB: lfche Buyer ur Seller is aie entity, ine order to! forti si bisding igreenent and compietes N transuction, thee entitiesi listed ss Buyer or Seiler i (his Agreement should be Validly fnrmed md in good standing with thet Seeretury of Staie int thet State 6f YOR AND IN CONSIDERATION OF THE MUTIAL PROMISES SET PORTIH HEREIN AND OTHER GOOD AMD VALUABLE CONSIDERATION, THE RECEIPT AND: SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDOED, THE Section 1.Terms llid Definitions! Thet terms linted below shalll bave thet respestive meaning given then As set forte adjesest toe each  PARTIES HERETO AGREE ASI FOLLOWS:  ter.  (a). Proerty" (Addres)127 West Columbus BUOOL Whiteville, NGZ 28472  1.96a acres oft ther parcei 060648 Plat Reference: Lot(s), 112/84 herewith by reference, Page No. 985 Columbus itemized out Exhiblt A. $697,000.00 0  Block or Section,  Ho phowi on Plat Booke or Slide  at Page()044/049  Colunbus County County, comnisting of1.96  MEEN: and,  If this hox is checked, "Property" shali inen that property deseribed on Kshihit A atuched hereto and ricorsorsied  (For information purposes: (i) thet tax parcel number afi ibe Prupenyi in: 060048 (ilys some or ail oft thel Propery. sensisting ofe appreximately 1.96  neres, is deneribed int Deed Book 1277  County.)  together with alll buildings and improvements thereon and all fixuuren lnd appurtenances theres and ali perorai proparly, ia any,  (b) "Purchase Priee" shalli men then Nuti df. six! hundred ninety-sevent thowsand papable UR the) fullowlng lers: ()" "Earnest Muney" shall mens Zero or terms as follow::  Dallars. Doilars  The Eonest Money mhall be deposited in aser6W with deposited. "Escrow Agent" ) wiliis five () culendar dayn of the Contraet Dole, 16 be applied ar pari payinent of thel Purchase Price of the Propery a Closing. or disbunied as ugreed upon dider the provisions of Section 10! herein. Should Buyer fuil to deliver the Barnest Money by the date required hereunder, or mhould any check are other funds paidi by Buyer bec dishonored, fora any resson, by thei instituliss upon wieh  (name of person/entily wit wion  Page 1ofg  Tihis form jolntty approved by: North Carolinal Bar Assuciation's! Reai Property Section North Carolina Assoclation of) KEALTORS", Inc. Buyer Initials M Seller Initialsl  STANDARD PORM 580-T tevised 7/2022 072022  R PEALTORe    thej payment is drawi, Buyers ahalll have one (banking day aher writiel Botiee ofs SMEh dislinior le deliver cash, offieiai bank sheck, wire tronmfer or ciestrunie transfer tof thei Esrow Agant. ifBuyer fails fo deliver the required funds within one (I) batiking day aiter wrinen lotice, then Seller tay ieniinate this Agreement by writler notice to Buyer at any, time therenfier provided selier hs 10! dhen reeeived acknowiedgenent) by Escrow Agent of ile reseipi of funds frem Buyer. I the Baerow Agsnl hae nOE delivered tot the Seller thes acknowiedgemen of! Earsesi! Money on de lasi page of this Agreement iy the calendur day following the dale the Eurest Money is required to be delivered hereunder, i shali be prenumed that the Eamest Money MAR tof delivered by the required tine (utiess, upon the written request ofSeller, Eserow Agent eant previde prsof ofi i receipt eft the Eansst MOey by thei requiredt time). Bayer and Seller consent tot the diseionure by the Eserow Agent, to1 the parties loi ihis Agreemerit, the Breker(s) unda uny Buyer lender, ofa any isteriai facis pertaining te ciei Earsest Meney, E ANY EARNEST MONEY DEPOSITED BYV BUVER IN A TRUST ACCOUNT MAY BE PLACED IN AN INTEREST BEARING TRUST ACCOUNT,AND: (cheek uiily ONE hox) a ANY INTEREST EARNED THEREON: SHALL BE APPLIED AS PART PAYMENT OF THE PURCHASE PRICE OP THE PROPERTY AT CLOSING, OR DISBURSED AS AGRLED UPON UNDER THK PROVISIONS OF SECTION 101 IERKIN. (Buyer'e Taspayer identifestion Ninber B ANY INTEREST EARNED THEREON SIIALL BELONG TO1 TIE ACCOLNT HOLDER IN CONSIDERATION Of THE EXPENSEN INCURRED BV MAINTAINING SDEH ACCOUNT (ii) Detivery of A pramissorv iote secured iy a deed of Inisk said promissory tiols in the aliount of Iistallments of principal, togelher with Aeerued interesi on dhe Ouonding priacipal balanse N the rale Wiih thet first prinsipal pliyinent beginning o0 the Trst day oft thes montb fext succeeding the daie ofCloning, or nuch other ienn ai inay be sel forth oni ixhibiti B. AIR any tinis, the promissory notes finay be prepaid in whole or inj part without penalty and withouf further intercst on the atount prepnid froni the date ofs suchg prepayment. (NOTE: In the evelit 6f Buyer's subsesient defsult upen * promissory noie and deed oft trust given lereunder, Seller's remedies may bei iinsited to forectosure oft the Praperty, # the deed of Crust given hereunder is subordinated 1o senior fhaneing the miteriel terms of Sieh financing must be set forth on Eahibit B. #s such senior financing is subseqiestiy foreciosed, the  is:  ANDI RECORDS, ASSOCIATED THEREWITH. being payable over af fermi of of  polian  yenrn, with ane BnorizAtion period af yeart, payable in monthly  percent  Wa) per ainum int the Bitiout ofs,  Seller may have nor remedy $61 recover linder thei siote.) (ii) Cash balange of Purchase Price, AL Closing int thes HOUREE of. alx hundred ninety-sevent thousind  $697,000.00  oilai.  Buyer, a Buyer's expense, shall be enitled top pursue quaiification fors ands approvai of any loan Buyeri iniends 10s obuain ine cotiestion with thet tansaction contemplaisd byt this Agrecment, (Note: Buyer's obligalions under this Agreement are hot eoinditioned upon obtining or closing any loan. Therefore, Buyer is advised to consuit with Buyer's lender prior tes signing this offer ios SABIFE that the Examination Period allows sufficient time for Byer's lender t6 provide Buyer sufficicnt information te deeide (e) "Closing" whallt mean thec date ofo compietioti ofi ihe proses douledi in Ssction 1 eft this Ageement, Closing sluli (d) Contract Date" meanst the datel this Agrecment hast beent fullye execuied by both Byer and Selles. (e) "Esmninatlon Period" shall mean the period buginning on the fint diy after the Contract Dale and aatending  whether tos proceed with or terminate the transaction.)  oceure ob or before 11/16/2023 bes scheduled following conditions on! ExhibLB  or nol later then 90 dayei from the Contraet Das, With Cloningto  through 5:00pm (basedi upon time ai the locale of the Propery) on  Page 2of9 L Seller Initials  Buyerl Initiuls  STANDARD PORM 580-T Revised 7/2022 07/2022    TIME IS OF THE ESSENCE. AS 70 THE EXAMINATION, PERIOD.  () "Broker(s)" shall mean: CBCS Sun Coast PartnersLC KellyLStuar Acting as: R3 Scller's Agent; Dusi Agent and Aeting as: D Buyer's Agent: (y) "Seller's Notice Address" shall beu uns follows: isFullers Street, Whitevile, NC28472 e-maila address: mhigloapimgmallcom excepta ass samei may bec changed; pursuanti to: Section i2. (h) "Ruyer's Notice Address" shall bes as follows: POBOK 607 3175Madisont Street Whiteville, NC2 28472 e-maii dSeAAEeAL except asN same may he changedy punuanl to Seclion 12. draft conditions ore contingencies io this Agreement.) (Form! 581-T). aitachedi hereto undi incorporated herein by: teferetce. (Form 581A-T)attached! bereto and incorporited herein by referende.  "isting Agency") ("Selling Agency")  ("Listing Agent" Liserise #250969 ("Selling Agene". Licensel Dual Agent  Seller's (Sub)Agent:  fix number:,  faxi nitiber  R () If this block is marked, additional lers of this Agreenent uie se! fonh en Eshibit B weled herci lnd incorporaied herein by reference. (Note: Cader Norti Carolins law, resl estare agents are not permitted 16 a @ ird dhis biock le marked, ndditional ters of this Agreement ure set fonti Gn the Additional Previsisas Addenduni D (k) If this block in marked. additional lemme oft thin Agréement are sEl forth O the Back Up Agreetient Addenditit Section 2. Sale of Property and Payment of Purchase Price: Seller agrees to sell and Buyer agrees to buy the Properly for the Section 3.1 Proration af Expenses und Payment of Costs: Seller lind Buyer agree chat ally propery taxes (ont t calendar year basis). jeases, enis, morigage payments andi utililies ar uny oder ansulted Babilitics as delailed on altached Exhibit B. and/or Exihibit C,E applicaile, ifo any, shall be prorated G oft the date of Ciosiniy. Seller shail pay for preparation ofs a deed and ali other documes Hecessary to perforns Seller's obligations Under this Agreenisil, exche IAX (reverue stomps), iny defired of rolibsack INES, ands sther conveyance lees or taxes required by law, any fees required for confirming Seller's account payment infonmalion on owiers' association duess or assessnients forp payment or proration: any fees imposed by an oWiers' aissoclation and/or a mansgement sonpany as agent oft the owners' association in conection witht the transaction contemplated by this Agreement other than those feen required Buyer shall pay recording conts, Cosis of uny title search, lle insurinec. survey, the cost of iny ifiapection or investigations undertaken byl Buyer under dsie Agreenueril, churges required by dn owien' ussuciation deciaration le be paid by Buyer fur Buyer's future te and enjoyient ofd the Property, inchding. witoul liniution, working capitle cuntributunn, membership feds, ore chargasf for Buyer's use oft the commoil ciements and/or services provided to Buyer, ahy costs or charyen for determining festrictive Cevenani  Purchase Price.  1ob be paid byl Buyer int this Sectiou 35 below, and thet following.  Paxe3of9 MJ Selier Initiasl  Buyer Initials  STANDARD FORM: S8O-T Revised 7/3422 91494    complianse. andi thet following: achs panty shally pay so OWia attorney" STees.  Section 4.1 Deliveries: Seller agreest tos uie best efforat tod deliver t0 Buyer, as soon aef reasonably pessille aftert the Consact Date. copids ofs all malerial infornation relevant tot the Pruperty int the pussession of Seller, including bub not limiedt to: tide instifince policies (ard copies of any documents referenced therein), srVEys: soil test reports, envirommental murveys of reports, site plans. eivii dravings. building plams, maintenance records and copies of all presently effeetive waranties or service contraets related to the Propeny. Seller athorizes (1) any attorney presentiy ors previsualy reptesenting Seller te1 release ande dissiose ay titie insurance poliey ins such atlomey's filet to Buyer andl beth Buyer's and Seller's agents and attonieys: and (2) thef Property's title insurer Or itsa agent iat relense lind discione all fiateriala int the Property's titie insurers (or title insurer's agent') file to Buyer and both Buyer's arid Seller's ugens and BOEYB If Buyer does 1OE concutsmate the Closing fora any resson other thmn Seller deiault, then Buyers shall retuni 1es Seller alil hard eopy iiierule delivered by Seller t0 Buyer pursuant 1o thin Sestion 4 (GF Seetion 7, ifa appliesble), ifany, and mhall, upon Seliers requesl, following ricase oft thel Farest Money, provide to Seller copies of (subject tot thes Dwnerahip ande copyrighri nterchts ofthe préparwr thereet) any né alla siidies, repors, srveys ande otheri infonmation relatiny direetly tot el Propery prepared by of BI ther FEqUesi ef Buyer, is ipioyees and sgents, withoul mny wananty of represemation byi Buyer as let the contenis, accursy Gr corectes thereol. Nowilnaisling the wbove provisions regarding delivery lnd returi of infornation and doeumenulon, should there exist a separale hon-dieslesure, confdentiality, or similar agreement between Buyer and Seller, the tere ofs which solliet withi bie provition insolar BS delivery and veturs ofi information and docuoenation,' then thet terins ofs such non-dinclosure, confidentiuliy, or similar mgreement shail sotiroi as Section 5.1 Kvidesee of" Title: Seller agrees G convey fee simplei insurable titie tot the! Properly witlioul asceptisn fori mechonies' liens, free und ciear of all lieis, encumbranees and defecis oft tide other than: (a) zwing ordinances affectiny the Properiy, (b) LaNes (B delined in Section 7, if applicable) and (e)! mpecife insinimerts on the publie ideotd ait this Coutrast Date agrsed le by Buyer (10t objected to by Buyer prior to the end of the Examination Period), which specifle instruherite éhall be enumernied in the deed referenced ins Section 116 (itens S(u), S(b)a and 5(c) being collectively Permilted Exceptions") ) providad thut Seller shall ber required to satisfy, at or prior lo Ciosing, asy encumbrances that may bes satislied by the payment ofat fixed sun of mnoney, sush 8S deede eft tfint, morgages or statutory liens. Seller shall Bol enter inte or record any instrument that affests the Property (or any personal propeny listed on Exhiblt A) after the Couract Date without the prior writen coneent of Buyer, which COnEER shall noi be linfeliselisbly Seclion 6. Conditions: This Agreennent and the rightn ande abligutions oft the parties linder this Agrecent arei liereby mhads expresely conditioned upon Aifliment (or waivert by Buyer, whether explicit ar implied) oft the following conditionel (u) Tide Examinatinn Afier the Comract Date. Buyer shall, at Buyer's expense, CC at titie examinntion toi bes made ofi the Property before the end of the Examination Period, in the event thut such titie wkamination shali show thar Selier's litle is soi ee simple insurable, subjeet only to Permitted Exceptions, then Buyer ehali promptiy notify Selier in wing ofs alls susb tiie delecie and exceptiona, inn nos casel laer than thes ende of liel Examinationl Period, and Seller chati have thiny (30) days 0 eurEE sald notised defecis. ISeller does Dot eure thec defecis or ohjections withint thiry (30) days of notice thereot, then Buyer may terminate this Agrsement fnd receive : reium of Fanest Money nowitisunding that ihe ixamition Period mny have expired). ifi Buyer $ 101 purchase iitle insurance, the insuring company must he licensed 10 dol business in the ntate in whicht the Propeny is losatsd. Tide 161 the Properiy (l) Sas Condition: If the Property is not in subatantally the same condition at Cloming as of the dole ef the offer, reasonable weur and tear excepted, shen thel Buyer thay (i) lemmisaie thie Agreement atid receive ar retume oft the Earnest Money OF G) proceed to Closing whereupon Buyer shall be entided 161 receive, in liddition 0 the Propery, wy ef the Seller's innuranse proceede (C) lnections: Buyer, is agents or representativen, st Buyer's expense and B reasonuble timen during normal buminess hours, shali have the right to enter upon the Propeny for te purpose of inspecting, ekamining, conducting timber chises. and surveying the Property; provided, however, that Buyer whall noto conduer any invasivet testing of any nature witour the prior express writien approval of Selier as tos each specific invaive test intended to be conducted by Buyer. Buyer ahall sosduci alls mich onesile inspections, esaminations, testing, timber cruises and surveying of she Properly in a good and workmankke manner, Dt uyer's expense, shail repair any damaget to the Property catedi by Buyer's entry and on-site inspections ands shall conduei same inas manner that doest nois unreasonably! interfere with! Seller'ss or any ienant's ue And enjoyment oft thel Propeny, int thnt vespect, Buyer shall make reasonable efforis t0 undertake on-site inspections outside of thel hours Seller's or any tenan's busineah in open lo thej publie. Buyer shall provide Seller ora any tenant (as applicable) reasonable advance nolice of and Buyer shall cauns ita agentn of representatives snd third party service providers (e.g, inspectors, surveyors, ete.) tog giver reasonable advance notice ofi any entry ono thel Propery, Buyer  tot thes delivery andi returs ofi informution and documentation.  withheid, conditioned: or delayed.  must bei insurble ut regulari res, subject only to: landard exceptions and Permifted Exceptions. payable ona account of thes damage or desiruction pplicable lot de Property.  Page 4of9 - Seller Initiais!  Buyer Initials  STANDARD! FORM 580-7 Revised 7/2022 115899    alall be obigated lo observe und comply with uny terisis of wny, tenant leuse which colditions ascuis to bueh tenant's SPE lt the Property. Upon Seller'ar request, Buyer shall provide lo Seller evidencs ofs general lability insurance. Buyer shiall aiso lave 01 right te review and inspect alle contrncis or other ngreenents affecting SF felated direcily to the Property and shail be éntitied tr neview such books and records of Seller that relate directlyt 10 the operation and saintenance of the Propery, provided, lowever, that Buyer shali not disclose sny information regarding thin Property (or Any ichanl therein) lnlers required by law, andr the Gales shali be regifded ae confidentul, l any pernot, escept to iis attorneyli, ecountant, lenders and other professional advisors, in whieh Case Duyer ahnll obtain their agreement to maintains Nuch vonfidchtality, Buyer usnunen all responnibility for the aCs ofi iself and is ayents or representatives ins exercising is rights under thus Scction 6(c) and uyrees lo indenify and hold Seller harmiess froi any demages resulting therefrom. This indennification obligation of Buyer shall survive the Ciosing of earlier ternination of this Agecincit. Except ae provided in Seciion 6(b) sbove, Buyer shall have from the Contract Date throughs de end of the Ekamitition Period to perforn the above inspectionn, xaralnations lind testing. IF BUVER CHOOSES! NOT TO PURCHASE THE PROPERTY, FOR ANY REASON OR NO REASON, AND PROVIDES WRITTEN NOTICE TO SELLER THEREOF PRIOR TO THE EXPIRATION OF THE EXAMINATION PERIOD, THEN THIS AGREEMENT SHALL TERMINATE, ANI BUVER  SHALLI RECKIVE Al RETURN OF THE EARNEST MONEY. Section 7.Leases (Checke one of (he! following. Is applienbie): following provisions arel herehy, Hade part oft this Agreeineb  E3 1rt this box: is checked, Seller ullirmatively reprencnts and warul ihal there are no Lenser (is hereinafier defined) D 1r dis box in checked, Seller discioses that thene ue one or ilote ienses uffecting the Praperty ("Leases"). and tle (a) Al list of alil Leanss shall bes seli forth oi Eahibil G. Seller iepreseiis and warranls that, 85 ofu uhe Contrer Dale, there ave io other Leases. onle or writien, recorded or Hol,) nor y, iblcuses aflecting thel Propeity, sNcepi a6s set Torthe on Exhibit C (b) Sellern shall delivere copies ofa any Leases tet Buyer punuant tos Section 41 asi ifthel Lenser were ieted diereiu: (e) Seller represens and warrunis that, as oft the Contruer Date, there ares no surent defeules (Or any existing situutions which. with the passage of tine, or the giving of jotice, or both. or u the election of either landiord or tesalit, could coustitute H defhaitj either by Seller, as Jandlord, or by any tenant under any Lease ("Lease Defoult"). ini the avent there ds sny LESE Default is oft the Contract) Date. Seller agrees toy provide Buyer with S detailede deseription ol't thes situation ina accordance with! Section 4. Selier ligrees not los commit a Lesse Default aN Landlord afier the Comtruct Date; and lgrees funher to1 nolify Buyer mncdiately int the event a Lease Defaul atises ori is claimed, asserted or threutened tol bes usserled bys either Seller orat tenans under thel Leise. (d) Ina addition 101 the conditions provided in: Section 6of this Agreerisent, tbis Agrecment ard the rights and obligacions of thep parties under this Agreement are hereby mnade expressly conditioned upont the assignmcnt ofSellere iniercsti in any Lebse 1o Buyer inf fomm and conlent scceptable 10 Buyer (ith tenmat's writicn conment and acknowledgement, if required under the Lease). Seller agrees to deliver ati ussignment ofa aty Lease al orb before Cloning. with any security deposits held by Seller under ony Leases i6 be transferred or credited to1 Buyer at or before Cloniny, The astignmcnt nhall provide: (i) that Seller shall defend, indennify aid hoid Buyer harmless from claims, lonses, danages and liabilities (incliding. withoul limitation. court costs and alloneys' fees) aserled againsi or incurred by Buyer which are Chuled byor the result 6f any defhul by Selier lnder any Leing prier let the dats af Clusing. and (ii) that Buyer shall defend, indemnify andi hold Seller Bamnlest from clainis, loeses, danages and limbilitier (incliding, without limitation, court costs and attomeys' fees) asserted against or incured by Seller whicl are Clused by ort the resuit al'a any delult by (e) Seller also agecs to work diligently l0 obtain any tenani ignatures u any estoppel certificsies ln nuchi fon anl Buyer mayt reasonubly request andi 1o work diligentiy lo obuin any bordination. nondisturbanée andi attomment sgreenente in Hucht for BA Section 8. Eavironmental: Seller represenis and warant that il his 10 actsal kiowledge of the prenchee or disponal, except às ln accordance with applicable law, within the buildings or on the Properys ofl hazardous or loxie wante or substances, which ArE defined ast those substances, materials, and wastes, including, but not limited 10: thone subeiances, materials anid wastes listed In te United States Depariment of1 Trmssportation Hazardous Muleriais Tablc (49 CFRI Part 172.101)orl byt the Environmental Proiection Agercy a huzardous substances (40 CFR Part 302.4) and amendments diercto, or wuch substancen, materiuls and wasies, which are erl lseceme regulated under any applicable local, state or federal law, includiug. without limitation- mny material, waste or subslance which l6 (h petroleum, (i) sabestos, (iii) polychlorinated biphenyin (ivj deaignated BS al Hazardous Subslatice PUPNARE fo Section 311 oft the Clean Water Aci of1 1977 (33 U.S.C. #1321) or listed puruant lo Section 307 oft the Clean Waur Aci of 1977 (33 USC. #1317).(v) defiued as a hazardous waste pursuant tos Scction 1004 oft the Resource ConmeFVation und Recavery Act ofl 1976 (421 USC. 96903) of  affecting thel Property,  Buyer under any) Lease after thec date ofClosing. Buyer may easonably request.  Page5ofg  Buyerl lnitials saller Initinls  STANDARD FORM: 580-T Revised 7/2022 a 513497    (vi) defined as a hazardous substance pursuant le Section 101 af the Comprehensive Eavirommenul Resporine, Comperisalion and Liability Act of 1980 (42 U.SC. $9601). Seller host nes sctuall knowledge of any contaminationt ofthel Property froin suchit subslanses as Section 9. Risk of Los/DamageRepair Until Closing, the risk of! lous or danuge to the Propeny,, except aB stherwise provided herein, shall bel bone by Seller. Except as1 101 maintaining the Propeny ins it mathe condition, Selier shall have ne1 responsibility fori (e Section 10. Earnest Money Disbursement Inf the evst that Gny condition hereto isi not saiisfied, then the Bament Mosey mhali be refunded to Buyer, Int the event ofl breach of this Agrecinent by Selier, the Fanient Money shatl bE sefunded tel Duyer upon Buyer's request, bur auch retun shall not affect any oller renedies svailable to Buyer for such breach. in the eveit of boreach of thin Agreement by Buyer, the Eariest Money shall be paid to Seller as liquidated dmmages and as Selier's sole und ENglive reedy for Nuchi ireach, but withoit limiting Selier's rights under Section 6(c) or Section 22 ofo dis Agreemncnt. Itiss seknowiedged by thej parlies that payment oft the Earest Money! 10 Seller in de event ofat breach of tis Agreement by Buyer isd compensatory and not punitive, Mich amount being a reasonabsle estimation oft the actual loa tat Seller would ingur as w result ofs such brauch. The puymeni oft de Farnest! Money to Seller ahall not sonstitule a penaly or forfelture bit acinal compersation for Sellers aicipated loss, boih panies NOTE: Int the event ofa dipute! between Seller ad Buyer over ther disponitions of the Bamest Mosey heid in éserow, a liceised seai estaie broker is required by mtaie jaw (and ENcrow Agent, if not broket, lereby agreen) lo1 Tetaln te Bancsl Muney int the Essiow Agent's wust or escrow account until Escrow Ageril has ubtained a writen releuse frot the parties conseliting fe its dispositioni ar until disbunement is ordered byad court ofo compeient jurisdiction. Altematively, fai brokers oF An aitomey lieensed io praétise lawi in Nonh Curolins ie holding the Eamest Money, theb broker or uitomney thay deposit the disputed monies witk the appropriate cierk of Seller and Buyer hereby agrec and acknowledye that the Eacrow Agent assumes te liwbility in cosnection with the hoiding of d Eamest Money pursuant hereto except for negligence or willld misconduet of Eserow Agent. Eacrow Agent shali for béi remponsible for the validity, comecuess or genunenens of any docunsnt GF fiotice referrad te under (his Agreement. Seller and Buyer hereby agree toi indernify, proteci, savE and! hold harmiene ENErow Agent sad lin siceensers, hanigns and agelitn pursuatit tot thiis Ayreeenl, from any and all limbilities, obliygations, loses, damages. clains, aclionn, sHith, cosis or experses (including Ationey fees) of whatsoever kind or nature imposed on, incurved by or aneried againt Escrow Agenis which in any way relme to ar arise Oul of the execution ande deliverye oft this Agreenent ande ay sction taken bereunder: provided,) however, shat Seller and Buyer shali have no Elch obligaion toi indemmify, save and hold harmless Encrow Agent for any liability incurred by, iuposedi upon or established agsinst its Seetion 11. Closing: Ate or before Closing. Seller shall deliver lo Buyer special warranty deed unicss olherwises perified on Eshibit Ba ande other documents customarily executed ord delivered byas selier ins iimilar irannactione, including Withour limitation; abii of stle for any persounlty listed on Eshibit A, as owner's affidavii, lien waiver fors (and such other lien reiated documenitation a shali permit the Property tet bes conveyed free and cicar ofe any claim fori lechanics' ligha) ads a sun-! -foreign stattis affidavit (purstiarit tor the Foreign Investmnent in Real Property Tax Aco, and Buyer shail caune ioh be delivered the fiunds neeessiry toj pay to! Seller the Purchsse Price. The Closing shall bes conducted by! Buyer's attomey orl handled in sucli oters maner ast they partiesi hereto nay mutally ugree in writing. Posension shall be delivered ar Closing, unles otherwise Mgreedi herein. The Purchase Price and other funde tot be disbursad pursuant to this Agreement shail not be disbursed until the Buyer's atorney's (or other designated bettlemnent agent's) receipt of Secilon 12. Notices: Uniess otherwise provided herein, all notices and other conmunications which may be or are reqliifed te be given or made by any pany t0 the other in contiection! herewitis shail be ln writing (whish shuil include electonie mailj d shali be deemed fol have been properly given and received () on the dale delivered inj peron or (iy the dute deposited. in the Dhited Siales mail, regintered or cenified, retirn recept requested, 10 the udireass set out in Section 1(g) s to Seller. and in Section i() as in Buyer, or at stich other addresses as mpecified by written notice delivered in accordanice herewith, (i) Bi suchi time HR the sender performs the final act to send sach transminsion, in a form cupabie of being processed by the receiviny panly" s nyatem, lo any clectronie mail address orf facsimiie mumber, ifany, provided ins Section 1(g) as ws Seller, andi int Section IChj ast te Buyer or (iv) oh the date deposited with a recognized ovemight delivery service, addresaed to the addreaset sel out in Section Hy) an to Seller, und in Section IChy as to Buyer, ora a1 such other addresses 1s specified by writlent notice delivered in accordance herewith. lfa notice is SEht by moret than oner method, itwillb bes deemed received ypont thes carlier oft the dates ofreceipl pursuatit t thin Seclion. Section 13. Counterparts: Entire Agreement: This Agrecment may be executedi ine one or1 note counterparis, wirich taken together. shall constitute one and the same original document. Copies of original signature pages oft this Agreement may be exchatiged wia facsimile ore e-mail, and any such copies shali cosstitnte originais. This Agreement constitutes the nole and entire agreenent aheng the parties hereio and to medification of this Agreement shall be binding uless in writing and signed by all parties hereto. The  may bave beens disposed ofors stored onn neighboring trasts.  repair ofthe Property, including uny imprevenents, ualess the parlies) hereto ngiee in writing.  acknowledging thes ditliculty deiermining Selier's s Bctunl damnges for such irench.  cour ini aecordance with thep provisionse ofN.C.G.S. 193A-12.  aresult of! Eserow Agent'sr negligence ors willful misconduet.  authorizationt to disburse alls necessary funds.  Pagebof9 Msaller Initiala  Buyer! Initiols  STANDARD! FORM! 580-T Revised' 72022 A/9499    invalidily ofe one or1 more provisions oft thin Agreement shali liot affect thes validity ofs any other provisions hereof Ond this Agreenert seetion 14. Laforcembility: This Agreeniest whail becoliie a COhIRCL when Migsed by bod Buyer und Seller ind such signing ls communicated to both parties; it being uxpremaly agreed thal fiolice give Ini accordence with Section 12 a noti required for efieetive communication fort thes purposcs ofu this Section 14. The parties ackhowledye and agree that ()1 thei initials lines àtt the botloin ofeach paye ef this Agreement are merely evidenee oft their haviny reviewed the terris ofe each puge. and (ii) the sompleie execitioni ofs sueh initials linel shall not bes a condition of the effectiveuess uf! this Agréement. This Agrecient shall be bitiding upon Bndi ifure t6i the (a) Seller KuendadwAswneaus Seller has to actul knowledye of () condemtation(s) affecting or eoniemplated with reapeci ta the Property: (H) actions, slits orp proceedings pendings ort threatened against the Properiys () changes Gtilemplatad ini liniy applicable iawi, ordinances or restrictions affecting the Properly: of (iv) govermental speciol amsenimenti, either pending UF confirned, for sidewalk, pavilig, waler, sewer, of sthct muprovemchis O1 or adjeining the Property, uad 16 perding 6r Ebtifiried owiers' association special assessments, except ai follows (Insert "None" or the Identificntion ofa any matters relating lo () through Note: For purposss ol la Agreement 00 special aisessment" 1S delined an a charge againef the Properly byny yoverinenoi suthorily ii lddition to ad valoreni laxés adi recuring govermental service fect levied with such taxea, ori by d owiers' association in addition l6 any regular assesament (dues). either ofs which niny be s lien agninst the P'ropenyi a wpeclal ASSENSIER! jmay be elther pending or confimmed; (l) a "confirmed" special aasehement is delited aN an assessinent that has been approved by A goveriitiental agency oF an owners" asseciation for the purpose(s) stated, whether, at de time of Cloning, itis paymble ina a lump sinl or fiture installmneliis: (n) a "perding" special aosesatent in delited ak ai uessittient that is tinder forsal consideration byag govenimental ageney ar: an owners' association but which has notl beet approved prior to Cloming. Seller shall pay, in full at Ciosity, ali Eonfimiel govermental or association apecial asNeseInCits, provided thit lbe smount thereof can be reasonably determined or eotimated. The payment ofs such deterined or estimated amount shall be the final payment beiween Buyer and Seller as lo any continmed specini assessments. If the amount ofa any special assesment camot bes reanonably detenmined or estimated, the special ansensiient ahull be deened a pending sypecial asscsament. Buyer shall take title subject 10 all pending special SeHShenE discioned by Seller hereitl, if (b) Comlianee: To Seller's actual knowledge, ( Seller has complied with ali appliceble laws, ordinanees, regyilations, statuies, rules andi rentrictions pertaining 1o of aflecuny the Property; (ily perlomsnce of the Agreenent will not result iu the breneh of sonstitute any defauit under ors renulti un thei imposition of any) lieis ote encimbrinse upon thei Propery under any agresiient ors ollier inatrument 1o which Seller inal parly ar by which Sellere or thel Properly ini isound; and (il) there ME nei legai etionn, Buits OP other leyal or administrative proceedings pending or threatened against de Property, and Seller iss not Aware of any facis which might result in (C) Owners' Association Ifthe Propernyi ins subject tor regulation by: an owiicrs' ussociation. Seller shali deliver the foilowiny information to Buyer punsuant to Section 4 ai if the sine were liated therein (or Seller ahall siale that Seller does nutl haves saitic bi their possession ort that such iten in not ipplicable): (iy the farile oft the owiers' association; (i the anount of regular ssensments (dues); (H) the name, address and telephone number of the president of the owiers' association oF of the Association Manager oF management companyi (iv) the oWiers' association welsite addrese; (V) the Selier's statehienit ofu BecouNE; (viy the lasier iseuranee policy showing the coverage provided and the deductible amount (vil) copient ofa any Declatation and/or Resirictive Covenasis: (vin) the Rules and Regulations, (ix) the Articles ofi incorpontion aud) Bylan of the owiers' assochition; (s)t thes curyent financial ntntencil and budget of the owners' association; (xi) the parking resrictions and inforsation; lnd (xil) the urehitectural; guidelines. Seiler authorizes and direcis any owiers" association, any management company ofd de owners' association, any insurance comipany andi any attomey who has previously, represented the Seller lo release lu Buyer. Buyer's ugents, representative, closing attorney or lender true Section 16. Survival of Representations md Warranties: Alii representationn, wananties, ceveniis and igneenistiis inade by die parties hereto shall survive the Closing and delivery of the deed. Seller shnil, at or within six (6) menths ufier the Clopiig, and withour further consideration, execute, Bcknowledge und deliver lo Buyer such oiher documents and imstruments, and take nuch ellier action as Buyer may rensonably request or as may be ncceisary 16 nore eflectively tfansfer le Buyer the Property deseribed hereini in Section 17. Applicable LAW: This Agreement shall bes corsifued under the laws ofi the sute ls wlich the Properiy lai locaed. Thin  shal! be cossfrued ande enforced: asi ifnuch invalid provision Were: noti included.  benelt oft the porties, their heins, nuccessons and ansigna andi their personni represchiatives. Section 15. Adverse Information and Compliance witi Laws:  (ivy above, ifany): None  any,  any such action, suit or other proceeding.  anda accurate copies oft the! foregoing itenis aflecting the Property, includiug any amendments thereio,  accordancer with this Agreement. form has only! been: approved fort use in North Curolini.  Page 7of9 Seller Initials!  Buyer Initials  STANDARDI FORM 580-T Revised 9/2022 n95    Seetion 18. Asignment: Thin Agreement is freelys insignable uniese atherwise exprenaly providsd on Eshibir B. Section 19.1 Tax-Deferred Eschange: Int thes event Buyer or Seller denires 10 effeet at LAK -defersd enelangs ins BUISELON wilh the conveyance ofl the Propenty, Buyer ind Selier agree lo cooperite in eflecting SHGh exchaige; provided, liowever, fhai ihe nehnngiig party shali bes responsible for all addiional goris asocinted with such exelilinge, Anid provided furlier that # nUeNchaiging parly shull not aseume any sdditional lbility with vespeel to such ins-delerred exehunge. Seller and Buyer shall ekecuie sich weditional documents, 011 108 GUB tes the noli-exchanging pariy, ai whalil ber reguired g give eflectt tot this provision. Section 20. Meinurndam of CofFet: Upon reyuest by either pry, thet parties hereio slail EMEUIE a memerandun ofe contrnet i recordabie fom seling fonh such provisions hereof (otier than the Purchuse Price and other suiin due) A either party Fay Wish f incorporate. Suchs menorandun efs cenineI ahull cotitain as Siatement thati ita autsmatically terminales and the Properiy isreleased frotit any effect tereby as ofa specifie daie iel bes wiated in the metoritidun (which: speeifie dates shall her fiol iatert then the date ofe Closinyg), The cost of revording sch menorandumt ofs contraei ahalll bel bore by the pany requesting exectition ofs saine. Seetion 21. Authority: Eacki signatory to this Agreenenl represeis aid warranis thet he or she Das full Guthority to sign this Agreenent and such instruments as may be ecessary te effectuste any ansaction contemplaied by this Agreenient on behafef te Seetion 22, Brokers: Exeepta as esprewsly provided herein, Buyer and Seller ligree to indenaily aid hold cach ether hamiess frois any and all claims oft brokers, sotisiltante oF real estate ayents by, throigh or under the ndemnifying pany forf feer OF coiimnitie arising ouLE of thes sules of the Property tol Buyer. Buyer and Seller represent andt warant 10 esche sther that (y ancept a foi the Biokeis designated under Section i() of this Agreenent, they have not employed BoF eigaged any brokers, consuitant oF feal estste Hgcnis 1 be involved in this tratinction and (iiy that the compensation of the Brokers 16 cstablialed by und chaii be govemed by separste Seetion 23. Aftorneys fees: IFI legal proceedings uei inMitsted 166 enforces any provisione of this Agreenent. the prevailing party ine the proceeding shail be entitied lor fecovur fom thet 10-prevaling party reasonsble Honys fess and court cobis incurred ins connecticti EIFSAYNTHETIC STUCCO: If the adjnceni box is cliecked, Selier disclones that te Prepeny bas beeri cind previously (either in whole ori inj par) with an "eNterior lisulaling and finlahing systen" comisonly khown ws "EIPE" or' "synthetic siceo" Seller makes nos reprenentations or warranties regarding such symens andi Buyer in advised 10 nuke itse owii independeni deerninations THE NORTH CAROLINA ASSOCIATION OF KEALTORSB, INC. AND THE NORTH CAROLINA BAK ASSOCIATION MAKET NOT KEPRESENTATION AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION OF THIS FORM IN ANY SPECIFIC TRANSACTION. IF your DO NOT UNDERSTAND THIS PORM OR FEEL THAT IT DOBSI NoT PROVIDE FOR YOUR LEGAL NEEDS, YoU: SHOULD CONSULT A NORTH CAROLINA REAL ESTATE ATTOKNEY BEFORE you  pany fors whom lie ors shes siyns ande dti his orl liers signatire binds Nuch pany.  agreements entered inio: as ahongn thel Brokers, the Buyer and/or thet Seiler,  with the proceeding.  withs respeci los conditions relaled toor occasioned! ly the cristence ofn nucli materials at thej Pruperty,  SIGNI m. BVYR: Er bpwhleille ldividuai - a Date: D-3-203L  b:  SELLER: Individual Dute: Date:  Dae:  Page8of9 Seller Initials  Buyeri Initiais  STANDARD PORM 586-1 Revised' 7/2022 M9n199    Busines Entity Cityofwhitevile By; a Name: Terry) Mann Title:Mayor Date: D-3-2023  Bosiriess Eatity NRCO,LLC By Name: Lesliel TH Highi and SLUArL High Kogers Title: Presiderit and Secreusry Daler  (Namne ofl ntty)  (Nane of Entity)  WIRE FRAUD WARNING  To Buyers: Belore sending uny wire. you! should call the clesing agents office to verify, the itistructions. Ify you receive wiring instructions for a different bank, branch location, accouri IAse or iccount nunber, they shouidi bet presumed frauduient. Dei noi send Tol Bellers: ify your proceeds will bes wired, itint recommended thal yout provides wiringi instuctions ate closing ins writiayi int thep presence oft the closing agent. Ifs you are unable to attend closing, you may ber required (o send au original notrized dircetive to the closing agent's office containing the wiring insfructions. This dircctive may be seht with the deed, lies waiver and tax foris if dicee documents arel being prepared for you by thes ciosing agent. Ala minlinuni, you: slouid call thes ciosing gent's office le provide the wire instructions. The wire instructions should be verified over the elephone vias call 103 youi initined by the closings ugen'se officei i0 Wiether you: area al buyer ora seller, you shoulde call the closing agent's office ata number that isi nidependantiy oblained, To6 erisure that your contact is legitimate. you should rot vely oB f phone number in NE email frum the closiny agent's oftice, your real Boiate Thes adersigned herehy aeksowledges receipt of the Barieht Money set forti lerein and agrees lei hoid Gaid Bariest Mosey in  any funds ande contact the closing agent's office immedinlely,  ensure thal dey are notf froma a fraudulent nource,  agenl or anyone else. secordance with thet teris lereof.  (NGnse 011 ECrow, Agen)  Daie:  By:  Escrow Agent's s conuaci/notice infommation isas follows: except as same may bes changed pursuantt to Section 12.  emaila adciress:  fi nberi  Pagi 9of9  STANDARD FORM $80-T Revised 7/3022 07/3022    Exhibit A  Agreement for Purchase and! Sale of Real Property and 1.96 Acres at  127W Columbus Street, Whiteville, NC  Buyer Initials  Seller! Initials    ExhibitB  Agreement for Purchase and Sale of Real Property and 1.96 Acres at  127 W Columbus Street, Whiteville, NC  The Purchase oft the property is contingent on the following: . Columbus County Government funding half the purchase price oft the buliding as previously discussed in closed session with both governing bodies present. 2. Project Cirrus receiving final approval from the state. Project Cirrus entering into al lease agreement with the City ofv Whiteville ont thet building. Transaction qualifies for andi is submitted tot the IRS under Section 1706 6ft the tax code, crediting the Owners with the $100,000 difference between thes Sales price and the Appraisal price oft the Any monies received from ani insurarice claimi related toa a recent lightning strike willl be deposited into eserow with the closing aitorney tG be credited tot the Buyer at closing for  property.  building maintenance and repair  Buyer Initlais s  Seller Initials,