051826 Council Mtg Discussion Items with AttachmentsDISCUSSION ITEMS FOR
MAY 18, 2026
CITY COUNCIL MEETING
The documentation provided herewith consists of advance draft materials for review by Mayor
and City Council. Such documents may be revised prior to the actual Council meeting before any
formal consideration of same by Mayor and City Council. Said documents may also be revised by
way of a proper amendment made at the Council meeting. These documents are informational
only and not intended to represent the final decision of the Council.
Page 1 of 2
Administration Department
Interoffice Memorandum
TO: Mayor and City Council
FROM: Jim Clifford, City Administrator
DATE: May 15, 2026
SUBJECT: Regular City Council Meeting of May 18, 2026
REGULAR COUNCIL MEETING
ITEM 5. PROCLAMATION(S):
a. North Augusta High School Girls Basketball Team 2026 Class 4A State Champions
b. North Augusta High School Boys Basketball Team 2026 Class 4A State Champions
Mayor Williams will recognize the above proclamations.
Please see ATTACHMENT #’s 5a and 5b for a copy of the proclamations.
NEW BUSINESS
ITEM 6. ELECTION: Ordinance No. 2026-10 Affirming an Agreement Between the City of North Augusta
and the Board of Voter Registration and Elections of Aiken County – First Reading
An ordinance has been prepared for Council’s consideration to approve Affirming an Agreement Between
the City of North Augusta and the Aiken County Board of Elections and Voter Registration of Aiken County.
Please see ATTACHMENT #6 for a copy of the proposed ordinance.
ITEM 7. ADMINISTRATION: Resolution No. 2026-29 Authorizing the City to Purchase Real Estate Located
within Riverside Village, Specifically Parcel B and Unit 3/Office Unit of the Clubhouse at Riverside Village
Condominium Horizonal Property Regime, by Executing Purchase and Sale Agreements with the Owners
of Such Real Estate
A resolution has been prepared for Council’s consideration to approve Authorizing the City to Purchase
Real Estate Located within Riverside Village, Specifically Parcel B and Unit 3/Office Unit of the Clubhouse
at Riverside Village Condominium Horizonal Property Regime, by Executing Purchase and Sale Agreements
with the Owners of Such Real Estate.
Please see ATTACHMENT #7 for a copy of the proposed resolution.
Page 2 of 2
ITEM 8. ENGINEERING & PUBLIC WORKS: Resolution No. 2026-30 Authorizing a Construction Contract
for the 2026 Street Resurfacing Project
A resolution has been prepared for Council’s consideration to approve Authorizing a Construction
Contract for the 2026 Street Resurfacing Project.
Please see ATTACHMENT #8 for a copy of the proposed resolution.
ITEM 9. BOARDS & COMMISSIONS: Resolution No. 2026-31 Appointments to the Mural Design Review
Board
A resolution has been prepared for Council’s consideration to approve Appointments to the Mural Design
Review Board.
Please see ATTACHMENT #9 for a copy of the proposed resolution.
PROCLAMATION
HONORING NORTH AUGUSTA HIGH SCHOOL’S
2026 SOUTH CAROLINA CLASS 4A GIRLS BASKETBALL
STATE CHAMPIONS
WHEREAS, the North Augusta High School Girls Basketball were 28-1 overall during their 2026 season;
and
WHEREAS, this talented group of young women includes All-State Players Celena Grant and Ashley
Walker; All-Region Players Celena Grant, Traeona Davis, Ashley Walker, Messiah Williams, and Kenedi
Wright; and Region Player of the Year and MaxPreps SC Player of the Year Ashley Walker:
8th Grade Freshman Sophomores Juniors Seniors Videographer
Dynasia Hill Ki’Mariya Lee Scout Lorier Jade Council Taylor Boney Ayden Young
Skylar Parker Azaria Sapp Traeona Davis Celena Grant
A’Myah Williams Tahj Flowers Messiah Williams
Ashley Walker Kenedi Wright
WHEREAS, the team was led by Head Coach Al Young and Assistant Coaches Aaliyah Bell, Michael
Hawkes, and Antonio Gary; and
WHEREAS, these young women not only brought home the 2026 Class 4A State Girls Basketball
Championship for their school, but served as ambassadors for the City of North Augusta as they played
throughout their season; and
WHEREAS, the North Augusta High School Girls Basketball program has won seven state Championships
in the last ten years.
NOW, THEREFORE, I, Briton S. Williams, Mayor of the City of North Augusta, do hereby respectfully
request that the citizens of North Augusta join me in celebrating and honoring North Augusta High School
Girls Basketball Team as the 2026 South Carolina Class 4A State Champions.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the City of North Augusta,
South Carolina, to be affixed this 18th day of May, 2026.
______________________________
Briton S. Williams, Mayor
City of North Augusta
ATTACHMENT #5a Page 1 of 1
PROCLAMATION
HONORING NORTH AUGUSTA HIGH SCHOOL’S
2026 SOUTH CAROLINA CLASS 4A BOYS BASKETBALL
STATE CHAMPIONS
WHEREAS, the North Augusta High School Boys Basketball team went 27-3 overall during their 2026
season; and
WHEREAS, this talented group of young men includes All-State Player Quh’mareon Web, North-South
All Star Game Player Jordan Rouse and All-Region Players, Tristan Anderson, Toian Nabriat, Jordan
Rouse, and Quh’mareon Webb:
Freshman Sophomores Juniors Seniors Student Trainers/Managers
Dezmond Davis Tyler Collins Tristan Anderson Toian Nabriat Josh Best
London Dunn Rayan Bahria Jordan Rouse Emily Lester
Alex Evans Quh’mareon Webb Janiya Wilson
Zayvion Harris
DJ Johnson
Ky’Dre Wright
Tre Wright
WHEREAS, the team was led by Head Coach Tony Harrell and Assistant Coaches Chris Anderson, Trey
Morgan, Henri Perry, Bo Rouse, Michael Rouse, Stephen Thompson, and Troy Toney; and
WHEREAS, these young men not only brought home the first in the school history, 2026 Class 4A State
Boys Basketball Championship for their school, the Senior class had the most wins in school history with
a total record of 100 wins and 14 losses in four (4) years; and
WHEREAS, these young men have served as ambassadors for the City of North Augusta as they played
throughout their season.
NOW, THEREFORE, I, Briton S. Williams, Mayor of the City of North Augusta, do hereby respectfully
request that the citizens of North Augusta join me in celebrating and honoring North Augusta High School
Boys Basketball Team as the 2026 South Carolina Class 4A State Champions.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the seal of the City of North Augusta,
South Carolina, to be affixed this 18th day of May, 2026.
______________________________
Briton S. Williams, Mayor
City of North Augusta
ATTACHMENT #5b Page 1 of 1
ORDINANCE NO. 2026 -10
THIS ORDINANCE IS FOR THE PURPOSE OF AFFIRMING AN
AGREEMENT BETWEEN THE CITY OF NORTH AUGUSTA AND THE
BOARD OF VOTER REGISTRATION AND ELECTIONS
OF AIKEN COUNTY
WHEREAS, The City, following discussion with the Board of Voter Registration and
Elections of Aiken County, has determined that it would be in the best interest of the City that such
Aiken County Board take total responsibility for the City Election to be held on November 3, 2026;
and,
WHEREAS, Pursuant to the State Statute that authorizes such transfer, specifically Title
5-15-145, requires that the Governing Bodies of the Municipality and County agree to the terms of
the transfer by Ordinances related to the Agreement of the parties; and
WHEREAS, As an additional prevision within South Carolina Code of Laws Section 5-
15-145 it is specifically provided that if such total responsibility is transferred that the Municipal
Election Commission is abolished; and
WHEREAS, The City Council has reviewed the Proposed Agreement to be entered into
by and between the City and the Board of Voter Registration and Elections of Aiken County, a copy
of which is attached hereto and marked as Exhibit “A”; and
WHEREAS, The City Council following the review of all documentation and Code
Requirements has determined that such transfer is appropriate and should be approved.
NOW, THEREFORE, BE IT ORDAINED by the City Council for the City of North
Augusta, that:
1. That the Council does hereby approve the Agreement (Exhibit “A”) and
confirms the provisions of same as reached by the City Administrator pursuant
to authority previously provided.
2. All other Ordinances or parts of other Ordinances in conflict herewith are to
the extent of such conflict, hereby repealed.
3. This ordinance shall become effective immediately upon its adoption on second
and final reading.
ATTACHMENT #6 Page 1 of 6
DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE
CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS ______ DAY OF JUNE, 2026.
First Reading
Briton S. Williams, Mayor
Second Reading
ATTEST:
Jamie Barton, City Clerk
ATTACHMENT #6 Page 2 of 6
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RESOLUTION NO. 2026-29
A RESOLUTION AUTHORIZING THE CITY TO PURCHASE REAL ESTATE LOCATED
WITHIN RIVERSIDE VILLAGE, SPECIFICALLY PARCEL B AND UNIT 3/OFFICE UNIT OF
THE CLUBHOUSE AT RIVERSIDE VILLAGE CONDOMINIUM HORIZONAL PROPERTY
REGIME, BY EXECUTING PURCHASE AND SALE AGREEMENTS WITH THE OWNERS OF
SUCH REAL ESTATE
WHEREAS, The City has obtained an option to purchase from the owner of Riverside
Village Parcel B (“Parcel B”) pursuant to terms and conditions of purchase and sale agreed upon by the
City and the owner of Parcel B, and the City has negotiated terms and conditions of purchase and sale
with the owner of Unit 3/Office Unit of The Clubhouse at Riverside Village Condominium Horizonal
Property Regime (“Unit 3”) providing for the purchase of Unit 3 by the City; and
WHEREAS, The City has reviewed the terms of purchase and sale for Unit 3 and Parcel
B and has determined that (1) the purchase of Unit 3 by the City will provide the City with satisfactory
property to allow the City to operate a cyber facility at such location and based upon discussions with
potential lessees/occupants of the property, the City has determined that the location is a desirable
location for such cyber facility, and (2) the purchase of Parcel B will provide additional parking for
Unit 3 and otherwise be materially beneficial to the overall development known as Riverside Village
by allowing the City to own and totally control the public parking within Riverside Village; and
WHEREAS, The City has reviewed information available as to the cost of construction
and resulting value of Parcel B and obtained an appraisal of Unit 3 and based upon the same believes
that the purchase prices to be paid by the City for Parcel B and Unit 3, respectively, are fair and
reasonable; and
WHEREAS, The City has been presented with a separate Purchase and Sale Agreement
for each of Parcel B and Unit 3 (each, a “Purchase and Sale Agreement” and collectively, the “Purchase
and Sale Agreements”), in each case reflecting the terms and conditions of purchase and sale as
referenced above, and the City believes that entering into these Purchase and Sale Agreements would
be in the best interest of City.
NOW THEREFORE, be it resolved by the Mayor and City Council of the City of North
Augusta, South Carolina, that:
1. The City Administrator is specifically authorized to execute the
Purchase and Sale Agreement for the purchase of Parcel B with
Riverside Village B Owner, LLC, a South Carolina limited liability
company, the owner of Parcel B, which agreement shall be substantially
in the form of Exhibit “A” attached hereto;
2. The City Administrator is specifically authorized to execute the
Purchase and Sale Agreement for the purchase of Unit 3 with Biofuel
Riverside, LLC, a South Carolina limited liability company, the Owner
of Unit 3, which agreement shall be substantially in the form of Exhibit
“B” attached hereto;
ATTACHMENT #7 Page 1 of 64
3. That with the specific contingencies and conditions as set forth in the
Purchase and Sale Agreements being complied with, the City
Administrator is authorized to complete the purchases of both
properties;
4. That the City Administrator is authorized to execute any and all other
documents necessary to finalize these purchases;
5. That the funding for the purchase of said properties is to come from
Fund 36 – Savannah River Settlement Appropriations Act and the
aggregate cost of such properties, including purchase price and costs
related to closing, shall not exceed $7,000,000.
DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF
THE CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS ______ DAY OF MAY, 2026,
AT WHICH A QUORUM WAS PRESENT AND VOTING.
Briton Williams, Mayor
ATTEST:
Jamie Barton, City Clerk
ATTACHMENT #7 Page 2 of 64
Exhibit A
Form of Purchase and Sale Agreement to Riverside Village Parcel B
ATTACHMENT #7 Page 3 of 64
PURCHASE AND SALE AGREEMENT
between
RIVERSIDE VILLAGE B OWNER, LLC
a South Carolina limited liability company
(“Seller”)
and
CITY OF NORTH AUGUSTA
a body politic and political subdivision of the State of South Carolina
(“Buyer”)
relating to
Riverside Village Parcel B
North Augusta, Aiken County, South Carolina
TMP No. 007-14-19-001
ATTACHMENT #7 Page 4 of 64
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made to be effective as of
May __, 2026 (the “Effective Date”), by and among RIVERSIDE VILLAGE B OWNER, LLC, a South
Carolina limited liability company (the “Seller,”), and the CITY OF NORTH AUGUSTA, a body politic
and political subdivision of the State of South Carolina, or its permitted successor or assign (“Buyer”).
R E C I T A L S:
WHEREAS, Seller is the owner of the Land (defined below), consisting of approximately 1.52
acres and known as Riverside Village Parcel B, as more fully described on Exhibit A hereto; and
WHEREAS, Buyer desires to acquire the Property (defined below) from Seller, and Seller desires
to sell and convey the Property to Buyer for the Purchase Price and upon the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, for and in consideration of the promises, covenants, representations and
warranties hereinafter set forth, the sum of Ten Dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Definitions
1.1 Definitions. Wherever used in this Agreement, the terms set forth below shall have the
following meanings.
“Act of Bankruptcy” means any of the following: (a) the commencement of a case under Title 11
of the United States Bankruptcy Code, as now constituted or hereafter amended, or under any other
applicable bankruptcy law or other similar law; (b) the appointment of a trustee or receiver of any
substantial property interest; (c) a general assignment for the benefit of creditors; (d) an attachment,
execution or other judicial seizure of a substantial property interest; or (e) a dissolution.
“Affiliate” shall mean as to any entity, any other entity or person that controls, is controlled by or
is under common control with such entity or the members, partners or controlling shareholders of such
entity.
“Agreement” is defined in the first paragraph of this Agreement and shall mean this Purchase and
Sale Agreement between Seller and Buyer including all schedules, exhibits and other attachments hereto,
and documents incorporated herein by reference, as may be amended from time to time.
“Business Day” shall mean Monday through Friday excluding Saturday, Sunday or any other day
on which national banks in North Augusta, South Carolina are not open for business.
“Buyer” shall have the meaning set forth in the first paragraph of this Agreement.
“Buyer’s Conditions” shall have the meaning set forth in ARTICLE VIII of this Agreement.
“Buyer’s Representatives” shall mean, collectively, Buyer and any officers, directors, employees,
agents, consultants, advisors, affiliates, representatives and attorneys of Buyer, or any direct or indirect
owner of any beneficial interest in Buyer.
ATTACHMENT #7 Page 5 of 64
2
“Closing” shall mean the consummation and closing of the Transaction.
“Closing Date” shall mean the date on which the Closing occurs, which shall be on or before the
Closing Deadline.
“Closing Deadline” shall mean the date of May __, 2026.
“Deed” shall have the meaning set forth in Section 10.1of this Agreement.
“Deposit” shall mean the Initial Deposit, together with any interest earned thereon.
“Due Diligence Deadline” shall mean 5:00 p.m. local Atlanta, Georgia time on the date which is
the Closing Deadline.
“Effective Date” shall have the meaning set forth in the first paragraph of this Agreement.
“Environmental Laws” means any applicable Laws which regulate the manufacture, generation,
formulation, processing, use, treatment, handling, presence, storage, disposal, distribution or transportation,
or an actual or potential spill, leak, emission, discharge or release of any Hazardous Substances, pollution,
contamination or radiation into any water, soil, sediment, air or other environmental media.
“Escrow Agent” shall mean Hull Barrett, P.C., 111 Park Avenue, SW, Aiken, South Carolina
29801, Attn: Kelley D. Mobley, Esq., in its capacity as escrow agent.
“Escrow Instructions” shall have the meaning set forth in Section 3.1(a) of this Agreement.
“Exchange” shall have the meaning set forth in Section 16.18 of this Agreement.
“Governmental Authorities” shall have the meaning set forth in Section 7.5(a) of this Agreement.
“Government List” shall have the meaning set forth in Section 5.5 of this Agreement.
“Hazardous Substances” means any hazardous or toxic substances, materials, waste, pollutants
or contaminants, whether in solid, semisolid, liquid or gaseous form as defined in or regulated under any
Environmental Laws.
“Improvements” shall have the meaning set forth in Section 2.1(b) of this Agreement.
“Initial Deposit” shall mean the amount of ONE HUNDRED THOUSAND AND NO/100
DOLLARS ($100,000.00), to the extent deposited by Buyer in accordance with the terms of Section 3.1,
together with any interest earned thereon.
“Land” shall have the meaning set forth in Section 2.1(a) of this Agreement.
“Law” shall mean any federal, state or local law, statute, ordinance, code, order, decrees, or other
governmental rule, regulation or requirement, including, but not limited to, all Environmental Laws.
“Master Parking Agreement” shall mean the Master Parking Facilities Operating and Easement
Agreement between Greenstone Hammond’s Ferry, LLC and Buyer dated April 25, 2017, and recorded on
May 16, 2017, in the Aiken County Register of Deeds Office in Book 4662, page 837; as affected by that
Master Parking Facilities Operating and Easement Agreement Joinder among Greenstone Hammond’s
Ferry, LLC, Buyer, and the North Augusta Public Facilities Corporation dated April 25, 2017, and recorded
ATTACHMENT #7 Page 6 of 64
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on May 16, 2017, in the aforesaid records in Book 4662, page 1022; as affected by that Joinder Agreement
to Master Parking Facilities Operating and Easement Agreement between Ackerman Greenstone North
Augusta, LLC, Greenstone Hammond’s Ferry, LLC, Buyer, and North Augusta Public Facilities
Corporation dated December 28, 2017, and recorded on December 29, 2017, in the aforesaid records in
Book 4699, page 579; as affected by that Master Parking Facilities Dedicated Parking Space Agreement by
Greenstone Hammond’s Ferry, LLC dated January 16, 2018, and recorded January 18, 2018, in the
aforesaid records in Book 4701, page 2313; as amended by that Amended and Restated Master Parking
Facilities Operating and Easement Agreement dated June 17, 2024, and recorded July 2, 2024, in the
aforesaid records in Book 5169, page 745; and as affected by that Easement for Access and Parking by and
between Seller and SCP North Augusta Owner, LLC, a Georgia limited liability company, dated August 6,
2024, and recorded August 15, 2024, in the aforesaid records in Book 5179, page 217.
"MID" shall mean the Ballpark Village Municipal Improvement District, created by the City
pursuant to Ordinance 2016-23 adopted by the City Council of the City on February 6, 2017, in which the
Property is located.
"MID Assessment" shall mean any special assessment, charge, fee, installment, or similar amount
levied, imposed, billed, or collectible with respect to the Property pursuant to the MID Documents
(hereinafter defined), together with any interest, penalties, costs, and administrative fees permitted
thereunder.
"MID Documents" means the ordinances, resolutions, assessment rolls, agreements, policies, and
other governing documents establishing and administering the MID and the MID Assessment, as such
documents may be amended or supplemented from time to time.
"Non-Benefited Property" means the potential status of a parcel of real property within the MID
as defined in the MID Documents, pursuant to which a mandatory prepayment of the MID Assessment is
required for such parcel (assuming such parcel has a MID Assessment on it).
“Performance Bond Escrow” shall mean the ONE HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS ($150,000,00) escrow of sale proceeds held by Buyer in escrow in lieu of a
performance bond required by with respect to a construction project to be undertaken by an Affiliate of
Seller on the property known as “Riverside Village Parcel I”.
“Permitted Title Exceptions” shall mean all of the following: (i) applicable zoning and building
ordinances and land use regulations, (ii) discrepancies, conflicts in boundary lines, shortages in area,
encroachments and any state of facts which a survey of the Property would disclose, (iii) the encumbrances,
restrictions, exceptions and other matters set forth in the Title Commitment as exceptions or exclusions
from coverage other than those general exceptions that will be removed at Closing, those liens Sellers are
is obligated to remove in accordance with Section 7.2 or items that Seller has agreed to remove prior to
Closing, (iv) the lien of real estate taxes and assessments not yet due and payable as of the Closing Date,
(v) any exceptions caused by Buyer, (vi) subject to the adjustments provided for herein, any service,
installation, connection or maintenance charge due after Closing and charges for sewer, water, electricity,
telephone, cable television or gas not constituting a lien on the Real Property, (vii) laws, regulations,
resolutions or ordinances (including, without limitation, building, zoning and environmental protection) as
to the use, occupancy, subdivision, development, conversion or redevelopment of the Property currently or
hereinafter imposed by any governmental or quasi-governmental body or authority; and (vii) all other
matters that arise subsequent to the Effective Date that are approved (or deemed approved) by Buyer under
Section 7.2 hereof.
ATTACHMENT #7 Page 7 of 64
4
"Prepayment Amount" shall mean the respective amount required to be paid in order to satisfy in
full the requirement for a mandatory prepayment of the MID Assessment on the Property, which amount is
calculated pursuant to the MID Documents.
“Property” shall have the meaning set forth in Section 2.1 of this Agreement.
“Property Documents” shall have the meaning set forth in Section 7.4(c) of this Agreement.
“Purchase Price” shall mean a total purchase price of FIVE MILLION THREE HUNDRED
THOUSAND AND NO/100 DOLLARS ($5,300,000.00).
“Real Property” shall have the meaning set forth in Section 2.1 of this Agreement.
“Retained Liabilities” shall mean: (i) all claims that arise out of events occurring prior to the
Closing Date; and (ii) other than obligations for which Buyer receives a credit for at Closing, Liabilities
accruing before the Closing.
“Rollback Tax” shall have the meaning set forth in Section 6.2 of this Agreement.
“Seller” shall mean the Seller referenced in the first paragraph of this Agreement.
“Seller’s Certificate” shall have the meaning set forth in Section 7 of this Agreement.
“Seller’s Conditions” shall have the meaning set forth in ARTICLE IX of this Agreement.
“Survey” shall have the meaning set forth in Section 7.3 of this Agreement.
“Tax Code” means the Internal Revenue Code of 1986 and the regulations promulgated thereunder,
as may be amended, restated, replaced, supplemented or otherwise modified from time to time.
“Terminate” or “Termination” shall mean the termination of this Agreement by Buyer or Seller
as applicable as set forth in this Agreement, in which event no party shall have any further rights, obligations
or liabilities under this Agreement except to the extent that any right, obligation or liability expressly
survives termination of this Agreement.
“Termination Notice” shall have the meaning set forth in Section 7.4(b) of this Agreement.
“Title Commitment” shall mean a Commitment of the Title Company to issue a Title Policy.
“Title Company” shall mean First American Title Insurance Company.
“Title Condition” shall have the meaning set forth in Section 8.3 of this Agreement.
“Title Objections” shall mean any objectionable matters of title or survey which may be revealed
by Buyer’s examinations to which Buyer timely objects in accordance with the terms of Section 7.2.
“Title Policy” shall mean an ALTA Owner’s Policy of Title Insurance (or such other comparable
form of title insurance policy as is available in the jurisdiction in which the Property is located) issued by
the Title Company in the amount of the Purchase Price subject only to the standard exceptions and
exclusions from coverage contained in such policy and the Permitted Title Exceptions.
“Transaction” shall mean the purchase and sale transaction contemplated by this Agreement.
ATTACHMENT #7 Page 8 of 64
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“Unpermitted Exceptions” shall have the meaning set forth in Section 7.2(b).
Purchase and Sale
2.1 Purchase and Sale of Property. Subject to the terms, conditions and provisions set forth in
this Agreement, at the Closing, Seller shall sell, convey, transfer and assign and deliver to Buyer, and Buyer
shall purchase and accept from Seller in accordance with the terms of this Agreement, all of Seller’s right,
title and interest to the following property and assets (all of such property and assets collectively referred to
as the “Property”):
(a) That certain tract or parcel of land having Aiken County TMP No. 007-14-19-001 being
generally shown on Exhibit A attached hereto, together with all strips and gores, rights of way, privileges
and appurtenances pertaining thereto, including all right, title and interest of Seller, if any, in and to the land
lying in the bed of any street or highway in front of or adjoining the land to the center line thereof, all water
and mineral rights, entitlements, development rights and all easements, rights (including parking rights
under the Master Parking Agreement) and other interests appurtenant thereto (collectively, the “Land”).
(b) All existing real property improvements on the Land, including, but not limited to, all
buildings and structures, fixtures, paving, landscaping, lighting and signs and sign pylons located on the
Land, if any (collectively, the “Improvements”).
The Land and the Improvements are sometimes referred to hereinafter together as the “Real Property.”
Purchase Price
3.1 Purchase Price. The Purchase Price, subject to the prorations and credits set forth herein,
shall be due and payable as follows:
(a) Deposit. No later than three (3) Business Days after the Effective Date, Buyer
shall deposit the Initial Deposit, in immediately available funds, with Escrow Agent. If Buyer does
not deliver the Initial Deposit to the Escrow Agent as provided herein, Seller shall have the right to
Terminate this Agreement by giving written notice to Buyer, and neither party shall thereafter have
any further liability to the other under this Agreement except as otherwise specifically provided herein.
If Buyer Terminates this Agreement on or before the Due Diligence Deadline, then Escrow Agent
shall promptly return the Initial Deposit to Buyer. Except as expressly otherwise set forth herein, and
provided that this Agreement is not Terminated prior to the Due Diligence Deadline, the entire Deposit
shall be non-refundable to Buyer except as otherwise provided in this Agreement, and shall be credited
against the Purchase Price on the Closing Date. Prior to the Due Diligence Deadline, the Deposit
shall be held by Escrow Agent in accordance with the escrow instructions executed by Seller, Buyer,
and Escrow Agent (the “Escrow Instructions”) substantially in the form attached hereto as Exhibit B.
(b) Remainder of Purchase Price. At Closing, Buyer shall pay to Escrow Agent,
to be released to Seller at the Closing, an amount equal to the difference between (i) the Purchase
Price, and (ii) the amount of the Deposit previously paid to Sellers by Escrow Agent, subject to the
credits, prorations and adjustments set forth herein and Buyer’s retention of the Performance Bond
Escrow, in immediately available funds by federal reserve bank wire transfer to such account and bank
as Escrow Agent shall designate in writing to Buyer on or prior to Closing.
ATTACHMENT #7 Page 9 of 64
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Seller’s Representations, Warranties, and Covenants
In order to induce Buyer to enter into this Agreement and to consummate the Transaction
contemplated hereby, Seller represents and warrants to Buyer as follows:
4.1 Authorization. The execution, delivery and performance of this Agreement and the
consummation of the Transaction is within the power and authority of Seller and where applicable, has been
duly authorized by Seller. This Agreement constitutes a valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws
and equitable principles affecting the rights of creditors generally. Seller is a limited liability company duly
organized, validly existing and in good standing under the Laws of the State of South Carolina, and it is
authorized to conduct the business in which it is now engaged and is, or as of the Closing Date shall be,
qualified to do business in all jurisdictions where the ownership of its assets or the conduct of its business
makes such qualification necessary.
4.2 No Violations or Defaults. The execution, delivery and performance of this Agreement and
the consummation by Seller of the Transaction will not (a) violate any Law or any order of any court or
governmental authority with proper jurisdiction binding against Seller or its assets; or (b) require any consent
or approval or vote that has not been taken or given, or as of the Closing Date shall not have been taken or
given.
4.3 Litigation. Except as set forth on Schedule 4.3, as of the Effective Date, Seller has not
received written notice of any litigation, investigations or other proceedings pending against Seller or
affecting any portion of the Property, nor does Seller have any knowledge that any such litigation,
investigations or other proceedings are threatened.
4.4 Condemnation Actions. As of the Effective Date, Seller has not received written notice of
any condemnation actions pending and, to Seller’s knowledge, there are no condemnation actions threatened
with respect to the Property.
4.5 Notices of Violations. Except as set forth on Schedule 4.5, as of the Effective Date, Seller
has not received any written notice of any violation of Law relating to or affecting the Property that has not
been cured prior to the Effective Date.
4.6 Bankruptcy. No Act of Bankruptcy has occurred with respect to Seller.
4.7 OFAC; Money Laundering. Neither Seller nor any of its Affiliates are acting, directly or
indirectly, for or on behalf of any person named by the United States Treasury Department as a Specifically
Designated National and Blocked Person, or for or on behalf of any person designated in Executive Order
13224 as a person who commits, threatens to commit, or supports terrorism. Seller is not engaged in the
Transaction directly or indirectly on behalf of, or facilitating such transaction directly or indirectly on behalf
of, any such person.
4.8 Seller Is Not a “Foreign Person”. Seller is not a “foreign person” within the meaning of
Section 1445 of the Internal Revenue Code, as amended (i.e., Seller is not a foreign corporation, foreign
partnership, foreign trust, foreign estate or foreign person as those terms are defined in the Internal Revenue
Code and regulations promulgated thereunder).
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4.9 Title. Seller owns fee simple title to the Real Property. No part of the Real Property is
subject to any option contract, right of first refusal, right of first offer, other sales contract or other similar
rights pursuant to which any other party has any right to purchase an interest in the Real Property.
4.10 Property Documents Complete. Seller has delivered all of the Property Documents in its
possession without alteration, modification or omission made with intent to render such Property Documents
misleading in any material respect. All books, records and other information prepared by Seller and provided
to Buyer by Seller were prepared by or for Seller in the ordinary course of its business and are the same books
used by Seller in the management of the Property. Notwithstanding the foregoing Buyer acknowledges that
Seller does not represent or warrant the accuracy or completeness of any Property Document(s).
4.11 ERISA. The Property is not an asset of any (i) “employee benefit plan” (within the meaning
of Section 3(3) of ERISA), (ii) “plan” (within the meaning of Section 4975(e)(1) of the Code), or (iii) entity
whose underlying assets include “plan assets” by reason of a plan’s investment in such entity.
4.12 No Restrictive Covenants. Seller has not received or sent any written notice of defaults by
Seller under any restrictive covenants that affect title to the Real Property.
4.13 No Occupants; No Contracts. Other than as set forth on Schedule 4.13, as of the Effective
Date, there are no leases, licenses, or other occupancy agreements which affect the Property and there no
tenants or parties in possession of the Real Property. Other than as set forth on Schedule 4.13, as of the
Effective Date, there are no unrecorded management, service, supply and maintenance agreements,
equipment leases, or other contracts and agreements which affect the Property.
4.14 Special Assessments. Seller has not received a written notice concerning any pending
special assessments affecting the Property.
4.15 Permits. Seller has not received any written notice from any applicable governmental
authority (i) of any violation, default, intended or threatened non-renewal, suspension or revocation of any of
the material licenses, permits and approvals issued by any governmental authority and used in the operation
of the Land, the loss of which would have a material adverse effect on the present use and occupancy of the
Land.
4.16 Environmental. To the knowledge of Seller, the Property does not, and Seller’s use of the
Property did not, violate federal, state or local laws, ordinances or regulations relating to the environmental
conditions on, under or about the Property, including, without limitation, soil and ground water conditions.
To the knowledge of Seller, the Property has not been used for the generation, storage or disposal of, on,
under or about the Property of any Hazardous Materials (hereinafter defined), except and only to the extent
as may be allowed by applicable governmental laws, rules and regulations governing the use of Hazardous
Materials at the Property. To the knowledge of Seller, there has not been in the past a release or threatened
release of Hazardous Materials on or from the Property into the environment. The Property is not now nor
has ever been a land fill. There are no underground storage tanks and no buried waste material on Property.
The Seller has not received, nor does the Seller have knowledge that any prior owner has received, notice
from any federal, state, county, municipal authority as to the existence of Hazardous Materials, underground
storage tanks, or conditions of non-compliance with any federal, state or local laws, ordinances or regulations
relating to the environmental conditions on, under or about the Property. For purposes hereof, “Hazardous
Materials” shall include those materials regulated by the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq., as amended by the Superfund
Amendment and Reauthorization Act of 1986 (SARA), The Resource Conservation and Recovery Act, 42
U.S.C. § 6901, et seq.; Occupational Safety and Health Act of 1970, 29 U.S.C. § 651, et seq.; the Toxic
Substance Control Act 15 U.S.C. § 2601, et seq; the Clean Air Act 42 U.S.C. § 7401, et seq.; and the Clean
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Water Act 33 U.S.C. § 6901, et seq., and the regulations adopted in publications promulgated pursuant to the
above laws and in any other applicable state, county and city laws or ordinances and regulations.
Seller shall provide Buyer with a completed Schedule 4.3, Schedule 4.5 and Schedule 4.13 prior to
the Effective Date.
Buyer’s Representations, Warranties and Covenants
In order to induce Seller to enter into this Agreement and to consummate the transactions
contemplated hereby, Buyer represents and warrants to, and covenants with, Seller as follows:
5.1 Due Authorization. The execution, delivery and performance of this Agreement and the
consummation of the Transaction have been duly and validly authorized by all requisite actions of Buyer
(none of which actions have been modified or rescinded, and all of which actions are in full force and effect).
This Agreement constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance
with its terms, subject only to applicable bankruptcy, insolvency and similar laws and equitable principles
affecting the rights of creditors generally.
5.2 No Violations or Defaults. The execution, delivery and performance of this Agreement and
the consummation by Buyer of the Transaction will not (a) violate any law or any order of any court or
governmental authority with proper jurisdiction; (b) result in a breach or default under any contract or other
binding commitment of Buyer or any provision of the organizational documents of Buyer; or (c) require any
consent or approval or vote that has not been taken or given, or as of the Closing Date shall not have been
taken or given.
5.3 Litigation. There are no actions, suits, arbitrations, governmental investigations or other
proceedings pending or, to the knowledge of Buyer, threatened in writing against Buyer before any court or
governmental authority, an adverse determination of which might adversely affect Buyer’s ability to enter
into or perform this Agreement.
5.4 OFAC; Money Laundering. Buyer is not acting, directly or indirectly, for or on behalf of
any person named by the United States Treasury Department as a Specifically Designated National and
Blocked Person, or for or on behalf of any person designated in Executive Order 13224 as a person who
commits, threatens to commit, or supports terrorism. Buyer is not a country, territory, individual or entity
named on a Government List, and the monies used in connection with this Agreement and amounts committed
with respect thereto, were not and are not derived from any activities that contravene any applicable anti-
money laundering or anti-bribery laws and regulations (including, without limitation, funds being derived
from any person, entity, country or territory on a Government List or engaged in any unlawful activity defined
under 18 USA §1956(c)(7)). For purposes of this Agreement, “Government List” means of any of (i) the two
lists maintained by the United States Department of Commerce (Denied Persons and Entities), (ii) the list
maintained by the United States Department of Treasury (Specially Designated Nationals and Block Persons),
and (iii) the two lists maintained by the United States Department of State (Terrorist Organizations and
Debarred Parties).
5.5 MID Prepayment.
(a) Calculation and Determination of Prepayment Amount. Pursuant to the
MID Documents, City has determined that its purchase, as Buyer, of the Property, will result
in the parcel of real property that makes up the Property becoming Non-Benefited Property,
which will result in a mandatory prepayment of the MID Assessment becoming immediately
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due for the parcel of real property which makes up the Property. City has caused calculation
of the Prepayment Amount, in accordance with the MID Documents and applicable South
Carolina law, to be prepared by the Administrator of the MID District. Buyer represents and
warrants that the Prepayment Amount so calculated is sufficient to satisfy in full the MID
Assessment affecting the parcel of the Property and to obtain a release (or other evidence of
extinguishment as of Closing) of the corresponding lien of the MID Assessment, as more fully
specified in (iii) below.
(b) Payment at Closing; Application of Funds. At or before Closing, Buyer
shall pay from its Riverfront Central Core Redevelopment Fund, and then receive back into
its Tax Increment Fund, the Prepayment Amount, as the MID Documents require, as a Closing
payment item. Seller shall have no obligation to pay any portion of the Prepayment Amount.
(c) Extinguishment of Lien; Evidence of Release. Following the Closing
and the payment of the Prepayment Amount to the City of North Augusta, Buyer shall obtain,
as soon as reasonably practicable after Closing (or at Closing if available), written evidence
reasonably acceptable to Seller and Buyer that the MID Assessment and corresponding lien
on the Property has been satisfied in full and reduced to zero (the "MID Release Evidence").
MID Release Evidence may include a recorded satisfaction, release, cancellation, or similar
instrument, or a written confirmation from the City that the MID Assessment has been paid
in full and that the lien is released, together with any recording information, if recorded. If the
MID Release Evidence is not available at Closing, Buyer shall deliver a copy to Seller
promptly upon receipt. Additionally, pursuant to the MID Documents, the Assessment Roll
for the MID shall be updated and approved by the City Council of the City in the ordinary
course to document the prepayment and record that the MID Assessment on the Property has
been reduced to zero ($0.00).
(d) Cooperation; Information; No Impairment. Each Party shall execute
and deliver such customary certificates, forms, and authorizations as may be reasonably
required by the MID Documents to effectuate the payoff and release, provided that Seller shall
not be required to incur out-of-pocket costs (other than de minimis administrative costs) or
assume any continuing liability after Closing. Seller shall reasonably cooperate with Buyer's
efforts to obtain a payoff statement and release documentation, including providing non-
confidential information in Seller's possession reasonably requested by Buyer or Escrow
Agent.
Closing
6.1 Closing. The time and place of Closing shall be on the Closing Deadline or such earlier date
as mutually agreed to by Buyer and Seller, through escrow with Escrow Agent, or on such alternative date or
at such alternative location as may be mutually agreed upon by Seller and Buyer in writing. All of Seller’s
and Buyer’s deliveries, the funds for payment of the Purchase Price and sufficient additional funds necessary
for the parties to pay the costs contemplated by Section 6.2 shall be delivered in escrow to the Escrow Agent
on or prior to the Closing Deadline, and there shall be no requirement that the parties attend a formal
settlement.
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6.2 Costs. Buyer shall pay the costs and expenses associated with the following: (a) all costs of
Buyer’s due diligence, including fees due its consultants and attorneys, (b) all recording and filing charges
in connection with the instruments by which Seller conveys the Property, (c) one-half of all of Escrow Agent’s
escrow or closing charges, (d) all premiums and charges of the Title Company for the Title Commitment and
the Owner’s (and any mortgagee’s) Title Policy (including endorsements), and (e) the cost of the Survey.
Seller shall pay the following costs and expenses associated with the Transaction: (i) all fees due their
attorneys, (ii) all costs incurred in connection with causing the Title Company to remove any Title Objections
required to be removed by or otherwise cured by Seller, (iii) one half of all of Escrow Agent’s escrow or
closing charges, and (v) any transfer taxes, documentary stamp taxes and similar charges, if any, applicable
to the transfer of the Property to Buyer. The obligations of the parties under this Section 6.2 shall survive the
Closing (and not be merged therein) or any earlier termination of this Agreement.
Actions Pending Closing; Feasibility Period
7.1 Maintenance and Operation of Property. Between the Effective Date and the Closing
Date, Seller shall cause the Property to be maintained in the manner which is substantially similar to the
manner it has been maintained prior to the Effective Date.
7.2 Title Insurance.
(a) The parties acknowledge that Buyer has ordered a Title Commitment relating to
the Real Property issued by the Title Company and has delivered copies of the same together with copies
of all exceptions listed thereon to Seller.
(b) Not later than two (2) days prior to the Due Diligence Deadline, Buyer shall
notify Seller in writing of any Title Objections. Within one (1) day following Buyer’s notice, Sellers
shall notify Buyer (i) that they will, on or prior to the Closing Date, eliminate or remove, or cause the
Title Company to delete, the Title Objections to which Buyer has objected, or (ii) that they decline to
eliminate or remove, or cause the Title Company to delete, specified or all Title Objections to which
Buyer objected. Seller’s failure to timely respond to Buyer’s written notice of Title Objections shall
be deemed as Seller’s election not to remove, cure or otherwise address any Title Objection(s). If
Seller elects not to remove, eliminate or cause to be deleted all Title Objections, or fail to timely
provide such election, Buyer may Terminate this Agreement prior to the Due Diligence Deadline in
its sole and absolute discretion and receive a return of the Deposit. If Buyer does not make a timely
objection to an exception to title or if Buyer elects to accept any exceptions to which Buyer has
previously objected, such exceptions shall be additional Permitted Title Exceptions. It is expressly
agreed by the parties that mortgages, deeds of trust, deeds to secure debt, construction, mechanics’ or
materialmen’s liens or other liens or charges evidencing monetary encumbrances (other than liens for
non-delinquent general real estate taxes or assessments), all outstanding monetary liens, fines,
penalties and interest issued or noted against the Property as of the Closing Date, and any other
exceptions to title which are created after the Effective Date hereof as a result of the intentional acts
or omissions of Seller (collectively, “Unpermitted Exceptions”) shall not be Permitted Title
Exceptions and that it shall be Seller’s responsibility, without objection required from Buyer, to cause
the Title Company to remove or insure over such liens in the Title Policy issued at Closing. Except
for Unpermitted Exceptions, Seller shall have no obligation to remove, eliminate or cause to be deleted
any Title Objection(s).
(c) If any supplement or revision to the Title Commitment and/or Survey issued
subsequent to the respective dates of the Title Commitment and the Survey contains exceptions to title
or defects not shown in the original Title Commitment or the original Survey, as applicable, or
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previous endorsements or supplements thereto, and such additional Title Objections would have a
material adverse effect on the ownership, operation or financeability of the Property, then Buyer shall
be entitled to object to such exceptions by written notice of objection to Seller on or before the second
(2nd) Business Day after Buyer’s receipt of the supplement showing such exceptions. Seller shall
have until five (5) Business Days from the receipt of Buyer’s notice of each such additional Title
Objections that comply with the requirements of this Section 7.2(c) to remove or to remedy the
conditions or defects resulting in such exceptions. If Seller is either unable or unwilling to provide for
the removal or cure of one or more of such additional Title Objections, then, at Buyer’s option, this
Agreement may be Terminated upon written notice given by Buyer to Seller on or before the second
(2nd) Business Day after such five (5) Business Day period. Upon delivery of such Termination
notice, this Agreement shall automatically Terminate and the parties shall be released from all further
obligations under this Agreement (except for those which expressly survive Termination of this
Agreement), provided that the Deposit (subject to Section 11.2, if applicable), shall be disbursed by
Escrow Agent to Buyer. If Buyer shall have the right to, but does not, Terminate this Agreement in
the manner set forth above in this Section 7.2(c), then Buyer shall be deemed to have elected to not
Terminate this Agreement. Anything in this Agreement to the contrary notwithstanding, the Closing
Date shall be extended to the fifth (5th) Business Day after the later of (x) Seller shall have cured
Buyer’s Title Objections to such supplement and shall have delivered to Buyer a supplement to the
Title Commitment or the Survey evidencing the same or (y) the expiration of Buyer’s right to
Terminate this Agreement because of the lack of such a cure.
7.3 Survey. Seller shall reasonably cooperate with Buyer, if requested by Buyer and at Buyer’s
sole cost, to allow Buyer to order an ALTA survey of the Real Property that shall be certified to Buyer and
the Title Company by a land surveyor or professional engineer licensed in the State of South Carolina (the
“Survey”). At Buyer’s request, Seller shall agree to execute a quitclaim deed in favor of Buyer at Closing
containing a legal description of the Real Property as shown on the Survey.
7.4 Inspection; Due Diligence Period.
(a) Buyer shall have the right, at its own risk, cost and expense and at any date
or dates prior to Closing, to (i) examine all books, records, documents, accounting and management
reports of Seller relating to the Property, (ii) investigate zoning requirements, (iii) enter, or cause
Buyer’s Representatives to enter, upon the Property during normal business hours and upon reasonable
prior notice to Seller (which shall in any event be at least 48 hours in advance and may be by email),
for the purpose of (A) investigating the relocation of underground and/or overhead utilities, and (B)
making surveys or other tests, inspections, investigations and/or studies of all or any part of the
Property, including but not limited to Phase I environmental studies. Buyer shall not make any
physical alterations to the Property or make any invasive tests (other than to the extent required for
any geotechnical testing) without Seller’s prior written consent, which consent shall be in Seller’s’
sole discretion. Buyer shall repair promptly any physical damage caused by its due diligence of the
Property and shall promptly return such portions of the Property to the condition existing immediately
prior to Buyer’s due diligence. Notwithstanding the foregoing, Buyer shall have no liability for or
related to any pre-existing conditions, except to the extent that Buyer exacerbates such existing
condition. Prior to entry upon the Property, Buyer shall provide Seller with copies of certificates of
insurance evidencing insurance policies that shall be maintained by Buyer and by any consultants or
other third parties engaged by Buyer in connection with Buyer’s and such consultants and third parties
investigations upon the Property, with liability insurance in an amount of not less than $2,000,000.00
per occurrence for bodily injury and property damage.
(b) If, at any time prior to the Due Diligence Deadline, Buyer in its sole and
absolute discretion gives Seller written notification (the “Termination Notice”) that Buyer elects not
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to consummate the purchase of the Property in accordance with the terms of this Agreement for any
reason or no reason, this Agreement shall Terminate, whereupon the Deposit shall be immediately
returned to Buyer and neither party shall have any further liability to the other under this Agreement
except as otherwise specifically provided herein.
(c) The parties acknowledge that Seller has provided to Buyer copies of the
property documents described on Exhibit D (collectively, “Property Documents”), to the extent any
are in Seller’s possession or control.
Conditions Precedent to Buyer’s Obligations at Closing
The obligations of Buyer to make payment of the Purchase Price and other sums provided for herein
and to consummate the Transaction contemplated hereby is subject to satisfaction in full of each of the
following conditions (“Buyer’s Conditions”) on or before the Closing Date:
8.1 Representations and Warranties. Each of Seller’s representations and warranties shall
be true and complete in all material respects as if made on and as of the Closing Date, except to the extent
they expressly relate to an earlier date and except as otherwise provided in Section 4.15.
8.2 Covenants of Seller. Seller shall have performed and complied in all material respects
with all covenants and conditions required by this Agreement to be performed or complied with on or prior
to the Closing Date.
8.3 Title. Seller shall have performed all actions, if any, required of Seller pursuant to
Section 7.2 and shall convey title to the Real Property subject only to the Permitted Title Exceptions, and
the Title Company shall be irrevocably committed to issue to Buyer the Title Policy subject to Buyer’s
payment of any required premiums and fees to the Title Company pursuant to the terms of this Agreement
and delivery of such documentation by Buyer as required by the Title Company in order to issue to Buyer
an American Land Title Association Form Owner’s Policy of Title Insurance covering the Real Property,
in the full amount of the Purchase Price, and satisfactory to Buyer and in the form of the pro forma owner’s
title insurance policy approved by Buyer (the “Title Condition”).
8.4 Seller Deliveries. Seller shall have delivered all of the documents and made all of the
deliveries required from it pursuant to ARTICLE X hereof.
8.5 No Change to the Surface of the Property. There shall have been no spill, leak, emission,
discharge or release of any Hazardous Substances on or to the Property after the Effective Date that has not
been remediated in accordance with all applicable Environmental Laws prior to Closing.
8.6 Moratoria. There shall be no moratorium declared, threatened, proposed, or in existence
which will affect the Buyer’s planned development on the Property.
8.7 Failure of Condition. Buyer’s Conditions are solely for the benefit of Buyer and may be
waived only by Buyer in writing. If any of Buyer’s Conditions is not satisfied or has not been so waived
by Buyer on or prior to the Closing Date, Buyer shall have the right to (i) Terminate this Agreement by
written notice to Seller (and receive a return of the entire Deposit (subject to Section 11.2, if applicable));
(ii) if such failure is caused by Seller, extend the Closing Date for up to ten (10) Business Days to allow
time for Seller to cure or satisfy such condition; or (iii) if such failure arises from Seller’s breach of this
Agreement, avail itself of any remedies provided in Section 11.2.
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Conditions Precedent to Seller’s Obligations at Closing
The obligation of Seller to consummate the Transaction and deliver the documents and instruments
required hereunder shall be subject to satisfaction in full of the following conditions (“Seller’s Conditions”)
on or before the Closing Date:
9.1 Representations and Warranties. Each of Buyer’s representations and warranties shall be
true and complete in all material respects as if made on and as of the Closing Date, as if made on and as of
such date except to the extent that they expressly related to an earlier date.
9.2 Buyer Deliveries. Buyer shall have delivered all of the documents and made all of the
deliveries required from it pursuant to ARTICLE X hereof.
9.3 Covenants of Buyer. Buyer shall have performed and complied with all material covenants
and conditions required by this Agreement to be performed or complied with on or prior to the Closing Date.
9.4 Failure of Condition. Seller’s Conditions are solely for the benefit of Seller and may be
waived only by Seller in writing. If any of Seller’s Conditions is not satisfied or has not been so waived by
notice to Buyer on or prior to the Closing Date, Seller shall have the right to (i) Terminate this Agreement
without liability to Buyer by written notice to Buyer describing the condition or conditions that have not been
satisfied or waived (whereupon Escrow Agent shall return the Deposit to Buyer (subject to Section 11.1)), or
(ii) if such failure arises from Buyer’s breach of this Agreement, avail themselves of any remedies provided
in Section 11.1.
Closing Deliveries
Prior to Closing, the parties shall make the following deliveries into escrow with Escrow Agent,
and, at the Closing, the parties shall authorize and instruct Escrow Agent to release and record all such
deliveries to the appropriate parties:
10.1 Documentation and Deliveries for Closing from Seller. Limited Warranty Deed, in form
of Exhibit C attached, conveying the Property to Buyer free and clear of all liens and encumbrances, together
with (if requested by buyer) Quitclaim Deeds in favor of Buyer describing the Property by reference to
Buyer’s surveys (collectively, the “Deed”);
(b) Bill of Sale and Assignment in form reasonably satisfactory to Buyer,
conveying all personal property, warranties, and intangible property related to the Property to Buyer
free and clear of all liens and encumbrances;
(c) Owner’s affidavit in a customary form sufficient to allow Buyer’s title
insurance company to issue a title insurance policy without exception for possible claims for statutory
materialmen’s or mechanic’s liens, unrecorded leases or agreements, brokers, and parties in
possession;
(d) Broker lien waiver from any brokers engaged by Seller with respect to the
transaction contemplated by this Agreement or otherwise with respect to the Property;
(e) Certificate of Seller confirming that the representations and warranties of
Seller contained in this Agreement are true and correct as of the Closing Date;
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(f) Evidence satisfactory to Buyer’s title insurance company establishing that the
transactions under this Agreement have been properly authorized; and
(g) FIRPTA certificates, IRS form 1099’s, nonresident withholding affidavits,
certificates of tax compliance, if applicable, settlement statement, and such other documents as are
customarily delivered in real estate closings in the state where the property is located of the type and
value of the subject transaction.
10.2 Documentation and Deliveries for Closing from Buyer.
(a) The Purchase Price, less the Deposit; and
(b) a settlement statement.
10.3 FinCEN Reporting Cooperation. The parties acknowledge that this transaction may be
subject to reporting requirements of the Financial Crimes Enforcement Network applicable to certain
residential real estate transfers. Each party agrees to promptly provide to the settlement agent, closing
attorney, title company, or other designated reporting person (the “Reporting Person”) all information,
documentation, and certifications reasonably requested to determine whether a report is required and, if so,
to complete and file any required report, including information regarding the identity of the parties and any
beneficial owners, the method of payment of the purchase price, and such other information as may be
required by applicable regulations. Each party represents that the information it provides will be true, correct,
and complete to the best of its knowledge, and the Reporting Person shall be entitled to rely conclusively on
the accuracy and completeness of such information without independent investigation. Each party agrees to
indemnify, defend, and hold harmless the Reporting Person and its agents from and against any losses,
liabilities, penalties, damages, or expenses (including reasonable attorneys’ fees) arising out of or relating to
the failure of such party to timely provide required information or the provision of inaccurate or incomplete
information for purposes of FinCEN reporting.
Default
11.1 Buyer’s Default. If Buyer defaults in performing its obligations under this Agreement in
any material respect prior to Closing and fails to cure the same within five (5) Business Days after receipt of
written notice thereof from Seller, provided there shall be no such notice and cure period for any default by
Buyer in its obligations to consummate the Closing on the Closing Date, then for so long thereafter as such
default continues uncured, Seller, as its sole and exclusive remedy for any such default, shall be entitled to
Terminate this Agreement by giving Buyer written notice to such effect, and receive the entire amount of the
Deposit as liquidated damages (and not as a penalty) for Buyer’s default and enforce any obligation of Buyer
that, pursuant to the terms of this Agreement, specifically survives the Termination of this Agreement. THE
PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO
ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLERS AS A RESULT OF BUYER’S
FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY PURSUANT TO THIS
AGREEMENT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE
DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A
REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF
SUCH FAILURE. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED
DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO
CONSTITUTE LIQUIDATED DAMAGES TO SELLER.
11.2 Seller’s Default. If Seller defaults in performing its obligations under this Agreement in any
material respect prior to Closing and fails to cure the same within five (5) Business Days after receipt of
written notice thereof from Buyer, provided there shall be no such notice and cure period for any default by
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Seller in its obligations to consummate the Closing on the Closing Date, then Buyer shall have the right to
exercise any one of the following as Buyer’s sole and exclusive remedy:
(a) proceed to Closing without any reduction in or set-off against the Purchase
Price, in which case Buyer shall be deemed to have waived the Seller’s default in performing its
obligations and covenants under this Agreement or the Seller’s incorrect representations and
warranties; or
(b) Terminate this Agreement by giving Seller written notice of such election
prior to the consummation of the Closing whereupon (i) Escrow Agent shall within five (5) Business
Days return the Deposit to Buyer and Seller shall within five (5) Business Days return the amount of
any Deposit paid to Sellers pursuant to Section 3.1(a) to Buyer, and (ii) Seller shall pay Buyer an
additional amount equal to Buyer’s costs, expenses and losses incurred relating to this Agreement and
the failure to acquire and develop the property, subject to a cap of $10,000.00, and (iii) and thereafter
neither party to this Agreement shall thereafter have any further rights or liabilities under this
Agreement, except, however, that the parties shall remain obligated with respect to the provisions
herein which specifically survive Termination;
(c) seek specific performance on the part of Seller under the terms of this
Agreement; provided such action seeking specific performance is initiated in a court of competent
jurisdiction within sixty (60) days after the scheduled Closing Date. Failure to file a suit for specific
performance within such sixty (60) day period shall be deemed a waiver of such remedy as well as a
waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of
action or similar notice against any portion of the Property.
Survival; As-Is Purchase
12.1 Generally. Except as otherwise expressly provided herein or related to any claims for
indemnification, the respective representations, warranties, obligations, covenants and agreements of Seller
and Buyer contained herein shall survive one (1) year from the Closing.
12.2 PROPERTY SOLD “AS IS”. BUYER ACKNOWLEDGES AND AGREES THAT
(A) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING
DOCUMENTS EXECUTED AND DELIVERED BY SELLER TO BUYER AT CLOSING, THE
PURCHASE OF THE PROPERTY SHALL BE ON AN “AS IS”, “WHERE IS”, “WITH ALL FAULTS”
BASIS, SUBJECT TO ORDINARY WEAR AND TEAR FROM THE EFFECTIVE DATE UNTIL
CLOSING, AND (B) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY
CLOSING DOCUMENTS EXECUTED AND DELIVERED BY SELLER TO BUYER AT CLOSING,
SELLER HAS NO OBLIGATION TO REPAIR ANY DAMAGE TO OR DEFECT IN THE PROPERTY,
REPLACE ANY OF THE PROPERTY OR OTHERWISE REMEDY ANY MATTER AFFECTING THE
CONDITION OF THE PROPERTY. SELLER HAS NOT MADE, DOES NOT MAKE AND
SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR
GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR
IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH
RESPECT TO THE PROPERTY OR ANY OTHER MATTER WHATSOEVER, EXCEPT TO THE
EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENTS
DELIVERED BY SELLER TO BUYER. BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR
WITH THE OWNERSHIP AND OPERATION OF REAL ESTATE PROJECTS SIMILAR TO THE
PROPERTY, AND BUYER HAS HAD ADEQUATE OPPORTUNITY OR WILL HAVE ADEQUATE
OPPORTUNITY PRIOR TO CLOSING TO COMPLETE ALL PHYSICAL AND FINANCIAL
ATTACHMENT #7 Page 19 of 64
16
EXAMINATIONS RELATING TO THE ACQUISITION OF THE PROPERTY HEREUNDER IT DEEMS
NECESSARY, AND WILL ACQUIRE THE SAME SOLELY ON THE BASIS OF AND IN RELIANCE
UPON SUCH EXAMINATIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY
BUYER’S TITLE INSURANCE POLICY AND NOT ON ANY INFORMATION PROVIDED OR TO BE
PROVIDED BY SELLER, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS
AGREEMENT OR IN ANY CLOSING DOCUMENTS DELIVERED BY SELLER TO BUYER. SELLER
SHALL NOT BE LIABLE FOR ANY MISTAKES, OMISSIONS, MISREPRESENTATION OR ANY
FAILURE TO INVESTIGATE THE PROPERTY NOR SHALL SELLER BE BOUND IN ANY MANNER
BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, APPRAISALS,
ENVIRONMENTAL ASSESSMENT REPORTS, OR OTHER INFORMATION PERTAINING TO THE
PROPERTY OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKERS,
MEMBERS, PARTNERS, AGENTS, REPRESENTATIVES, TRUSTEES, AFFILIATES, DIRECTORS,
OFFICERS, SHAREHOLDERS, EMPLOYEES, SERVANTS OR AGENTS OF ANY OF THE
FOREGOING, OR OTHER PERSONS OR ENTITIES ACTING ON BEHALF OF SELLER OR AT
SELLER’S REQUEST (COLLECTIVELY, “SELLER RELATED PARTIES”), EXCEPT TO THE
EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENTS
DELIVERED BY SELLER TO BUYER. THIS PARAGRAPH SHALL SURVIVE ANY TERMINATION
OF THIS AGREEMENT AND THE CLOSING.
Condemnation
13.1 Notice to Buyer. If, prior to Closing, all of the Property, or any portion of or any interest in
the Property shall be (i) damaged or destroyed by fire or other casualty or (ii) subjected to a threat of
condemnation, or shall become the subject of any proceedings, judicial, administrative, or otherwise, with
respect to a taking by eminent domain or condemnation, Seller shall promptly notify Buyer thereof.
13.2 Risk. If, following the Effective Date and prior to Closing, all or any portion of the Property
is damaged or destroyed by fire or other casualty or condemnation proceedings are commenced against all or
any portion of the Property, then Buyer, at its option, may within one (1) days after receipt of such notice
from Seller elect to Terminate this Agreement by giving Seller written notice thereof. In the event Buyer
gives notice of such Termination pursuant to this Section, this Agreement shall automatically Terminate upon
delivery of such notice, the Deposit shall be returned to Buyer, and the parties shall be released from all
further obligations under this Agreement (except for those which expressly survive the termination of this
Agreement). If under such circumstances Buyer does not elect to Terminate this Agreement, then this
Agreement shall remain in full force and effect, and, subject to the terms of this Agreement, the purchase
contemplated herein shall be consummated, and at Closing, any right, title, and interest of any Seller in and
to any awards that have been or may thereafter be made for such damage, taking or condemnation of any
portion of the Land shall be the property of Buyer.
Property Taxes; No Proration
14.1 Property Taxes. Buyer and Seller agree that (a) City of North Augusta and Aiken County
property taxes due and payable on the Property for calendar year 2026, if any, shall be the responsibility of
Buyer and not prorated at Closing, and (b) City of North Augusta and Aiken County property taxes due and
payable on the Property for calendar year 2025, including any interest and penalties on past due amounts,
shall be paid by Seller at Closing from the Purchase Price proceeds prior to disbursements to Seller.
Exclusivity
ATTACHMENT #7 Page 20 of 64
17
15.1 Exclusivity. During the pendency of this Agreement, Seller shall cease (and cause to be
ceased) all efforts to market the Property, shall not solicit or enter into any brokerage or listing agreement
with respect to the Property, and shall not solicit (or cause to be solicited), make, accept, negotiate, provide
information for or otherwise pursue any offers for the sale, joint venture, financing or purchase of the
Property.
Miscellaneous
16.1 Assignment. Seller may not assign, transfer or convey its rights or obligations under this
Agreement. Buyer shall not assign, transfer or convey its rights or obligations under this Agreement or with
respect to the Property without the prior written consent of Seller, which consent Sellers may withhold in
their sole and absolute discretion; provided, however, Buyer shall have the right, without obtaining Seller’s
consent, to designate any Affiliate as its nominee to receive title to the Property, or assign all of its right, title
and interest in this Agreement to any Affiliate of Buyer. Subject to the foregoing, this Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective permitted successors, assigns,
heirs, and legal representatives.
16.2 Applicable Law. This Agreement shall be governed by, and construed in accordance with,
the Laws of the State of South Carolina, without resort to the choice of law rules thereof.
16.3 Headings; Exhibits. The headings of articles and sections of this Agreement are inserted
only for convenience; they are not to be construed as a limitation of the scope of the particular provision to
which they refer. All exhibits attached or to be attached to this Agreement are incorporated herein by this
reference.
16.4 Notices. Notices and other communications required by this Agreement shall be in writing
and (i) delivered by hand with receipt; (ii) sent by recognized overnight delivery service; (iii) sent by certified
or registered mail, postage prepaid, with return receipt requested; or (iv) by electronic or facsimile
transmission during normal business hours with a confirmation copy delivered by another method permitted
under this Section. All notices shall be addressed as follows:
If to Seller:
Greenstone Properties
3560 Lenox Road
Suite 1475
Atlanta, Georgia 30326
Attn: Chris Schoen
Email: cschoen@greenstone-properties.com
With copies to:
FDN Law, LLC
3829 Brandy Station Court
Atlanta, Georgia 30339
Attn: F. Donald Nelms, Jr., Esq.
Email: don@dnelmslaw.com
ATTACHMENT #7 Page 21 of 64
18
If to Buyer:
City of North Augusta
Municipal Building
100 Georgia Avenue
North Augusta, SC 29841
Attention: City Administrator
Email: jclifford@northaugustasc.gov
With a copy to:
Hull Barrett, P.C.
111 Park Avenue, SW
Aiken, SC 29801
Attn: Kelley D. Mobley, Esq.
Email: kmobley@hullbarrett.com
Or to such other address as may be designated by a proper notice. Notices shall be deemed to be effective
upon receipt (which a facsimile print-out confirmation shall be deemed to satisfy) or refusal of the addressee
to accept delivery.
16.5 Waiver. The failure of either party to insist on strict performance of any of the provisions
of this Agreement or to exercise any right granted to it shall not be construed as a relinquishment or future
waiver; rather, the provision or right shall continue in full force. No waiver of any provision or right shall be
valid unless it is in writing and signed by the party giving such waiver.
16.6 Partial Invalidity. If any part of this Agreement is declared invalid by a court of competent
jurisdiction, this Agreement shall be construed as if such portion had never existed, unless this construction
would constitute a substantial deviation from the general intent of the parties as reflected in this Agreement.
16.7 Entire Agreement. This Agreement, together with the other writings signed by the parties
and incorporated herein by reference and together with any instruments to be executed and delivered under
this Agreement, constitutes the entire agreement between the parties with respect to the purchase and sale of
the Property and supersedes all prior oral and written understandings. Any amendments to this Agreement
shall not be effective unless in writing and signed by the parties hereto.
16.8 Time is of the Essence. Time is of the essence with respect to performance of all obligations
under this Agreement.
16.9 Waiver of Jury Trial. Seller and Buyer each hereby waives any right to jury trial in the
event any party files an action relating to this Agreement or to the transactions or obligations contemplated
hereunder.
16.10 Counterparts; Electronic Transmission. This Agreement may be executed in separate
counterparts, none of which need contain the signatures of all parties, each of which shall be deemed to be an
original, and all of which taken together constitute one and the same instrument. It shall not be necessary in
making proof of this Agreement to produce or account for more than the number of counterparts containing
the respective signatures of, or on behalf of, all of the parties hereto. Signatures to this Agreement transmitted
by electronic means shall be valid and effective to bind the party so signing.
ATTACHMENT #7 Page 22 of 64
19
16.11 Brokerage. Buyer and Seller each represents and warrants to the other that it has dealt with
no broker or agent that is entitled to the payment of a commission for services rendered in connection with
the Transaction. Each of the parties hereto agrees to indemnify and hold the other harmless from claims made
by any other broker, attorney or finder claiming through such party for a commission, fee or compensation in
connection with this Agreement or the sale of the Property hereunder. The provisions of this Section 16.11
shall survive Closing or earlier Termination of this Agreement.
16.12 Construction. The parties acknowledge that each party and its counsel have reviewed and
revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or any
amendment or modification hereof or any of the closing documents delivered by Buyer or Seller hereunder.
16.13 Attorneys’ Fees. If either party hereto fails to materially perform any of its obligations under
this Agreement or if any dispute arises between the parties hereto concerning the meaning or interpretation
of any provision of this Agreement, then the defaulting party or the party not prevailing in such dispute, as
the case may be, shall pay any and all reasonable costs and expenses incurred by the other party on account
of such default and/or in enforcing or establishing its rights hereunder, including, without limitation, court
costs and reasonable attorneys’ fees and disbursements. Any such attorneys’ fees and other expenses incurred
by either party in enforcing a judgment in its favor under this Agreement shall be recoverable separately from
and in addition to any other amount included in such judgment. The provisions of this Section 16.13 shall
survive Closing or any termination of this Agreement.
16.14 Confidentiality and Public Announcements. Except as specifically provided herein or as
required by applicable Laws, neither party shall disclose any of the terms or provisions of this Agreement to
any person or entity not a party to this Agreement, nor shall either party issue any press releases or make any
public statements (print, broadcast or otherwise) relating to this Agreement or the Transaction, unless Buyer
and Seller consent to such disclosures in writing. Buyer and Seller may make necessary disclosures to lenders,
potential lenders, rating agencies, investors, potential investors, partners, agents, accountants, employees,
directors, attorneys, and consultants required in connection with Buyer’s evaluation of the Transaction. This
Section 16.14 shall survive the Closing or earlier Termination of this Agreement.
16.15 Time for Performance. If the date for the performance of any obligation, or the giving of
any notice, by Seller or Buyer hereunder falls upon a day other than a Business Day, then the time for such
performance or the giving of such notice shall be extended until the next Business Day. Time is of the essence
in the performance of this Agreement.
16.16 Further Assurances. Each party agrees to execute and deliver, after the Closing, such forms
of corrective assignments, bills of sale or other documentation as the other party may reasonably request to
carry out the intent of this Agreement. This Section 16.16 shall survive Closing.
16.17 No Third-Party Beneficiaries. The provisions of this Agreement and of the documents to
be executed and delivered at Closing are and will be for the benefit of Seller and Buyer only and are not for
the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions
of this Agreement or of the documents to be executed and delivered at Closing
16.18 Section 1031 Exchange. In the event that Seller or Buyer elects to effectuate a Section 1031
exchange (“Exchange”) in connection with the purchase and sale of the Property contemplated in this
Agreement, the other party agrees to cooperate with the exchanging party to enable the exchanging party to
accomplish such exchange. Notwithstanding anything to the contrary contained herein, Seller or Buyer shall
have the right to assign its interest under this Agreement without the other party’s consent for the sole purpose
of enabling the assigning party to effectuate the Exchange, including execution of any necessary
ATTACHMENT #7 Page 23 of 64
20
acknowledgment documents; provided, however, that any acknowledgement documents executed by the non-
assigning party in connection with the Exchange shall be in form and substance reasonably acceptable to the
non-assigning party and, notwithstanding any such assignment, the assigning party shall not be released from
any of its liabilities, obligations or indemnities under this Agreement. The assigning party shall indemnify,
defend and hold the non-assigning party harmless from and against all claims, demands, liability, losses,
damages, costs and expenses (including reasonable attorneys’ and accountants’ fees) suffered or incurred by
the non-assigning party in connection with the Exchange. The non-assigning party shall cooperate in all
reasonable respects with the assigning party to effectuate such Exchange; provided, however, that: (a) the
Closing shall not be extended or delayed by reason of such Exchange unless agreed to in writing by the
parties; (b) the non-assigning party shall not be required to incur any additional cost or expense as a result of
such Exchange, (c) the assigning party’s ability to consummate the Exchange shall not be a condition to the
obligations of assigning party under this Agreement, and the assigning party’s failure or inability to
consummate the Exchange shall not be deemed to excuse or release the assigning party from its obligations
under this Agreement, and (d) the non-assigning party does not warrant and shall not be responsible for any
of the tax consequences to assigning party with respect to the transactions contemplated hereunder.
16.19 Performance Bond Escrow. The parties acknowledge that, at Closing, $150,000.00 of the
Purchase Price will be placed in escrow with an escrow agent selected by Buyer to be held as the Performance
Bond Escrow. Buyer agrees to release the Performance Bond Escrow to Seller upon Buyer’s receipt of
evidence reasonably satisfactory to Buyer that all infrastructure work on Riverside Village Parcel I has been
completed.
[SIGNATURE PAGE FOLLOWS]
ATTACHMENT #7 Page 24 of 64
[Signature Page to Purchase and Sale Agreement]
IN WITNESS WHEREOF, Buyer and Seller have caused this Agreement to be executed under seal
as of the Effective Date indicated above.
BUYER
CITY OF NORTH AUGUSTA, a body
politic and political subdivision of the
State of South Carolina (Seal)
By: ______________________________
Print Name: _______________________
Title: ____________________________
SELLER
RIVERSIDE VILLAGE B OWNER, LLC, a South
Carolina limited liability company (Seal)
By: Greenstone Hammond’s Ferry, LLC, its
Managing Member
By: _______________________________
Christian B. Schoen
As its Sole Member
ATTACHMENT #7 Page 25 of 64
EXHIBITS AND SCHEDULE
Exhibit A Description of Land
Exhibit B Form of Escrow Instructions
Exhibit C Form of Deed
Exhibit D Property Documents
Schedule 4.3 List of Proceedings
Schedule 4.5 Notices of Violations
Schedule 4.13 Leases, Licenses, Contracts
ATTACHMENT #7 Page 26 of 64
Exhibit B – 23
EXHIBIT A
Approximate Depiction of Land
Parcel B (Aiken County TMP No. 007-14-19-001)
ATTACHMENT #7 Page 27 of 64
Exhibit B – 24
EXHIBIT B
Form of Escrow Instructions
FORM OF ESCROW INSTRUCTIONS FOR DEPOSIT
Hull Barrett, P.C.
Attn: Kelley D. Mobley, Esq.
111 Park Avenue, SW
Aiken, SC 29801
Email: kmobley@hullbarrett.com
Re: Deposit under Purchase and Sale Agreement (the “Agreement”) dated May __, 2026, by
and between RIVERSIDE VILLAGE B OWNER, LLC, a South Carolina limited liability
company (“Seller”), and the CITY OF NORTH AUGUSTA, a body politic and political
subdivision of the State of South Carolina, or its permitted successor or assign (“Buyer”)
Mr. Mobley:
Buyer and Seller have entered into the Agreement with respect to the Property described in the
Agreement. Capitalized terms used herein but not defined shall have the same meanings ascribed to them
in the Agreement.
In accordance with the Agreement, Buyer is delivering herewith cash in the amount of ONE
HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) (which, along with any interest earned
thereon, or as increased by any additional deposit by Buyer, is hereinafter referred to as the “Deposit”).
You are to place the Deposit in an interest bearing account and hold the Deposit in escrow and deliver it to
Seller or Buyer in accordance with these instructions.
In the event that, prior to the Due Diligence Deadline, you receive a copy of a Termination Notice
from Buyer, you shall, by not later than the fifth (5th) Business Day following receipt of Buyer’s request,
unless Buyer and Seller advise you in writing otherwise, return the Deposit held by you to Buyer regardless
of any instruction to the contrary from Seller.
In the event that you have not received a Termination Notice prior to the Due Diligence Deadline,
then, upon written instructions from both Sellers and Buyer, after the Due Diligence Deadline you shall pay
the amount of the Deposit to Seller.
In the event written notice of default or dispute is given to you by any party, or if you receive
contrary written instructions from any party, then you will promptly notify all parties of such notice.
Thereafter, you may decline to disburse funds or to deliver any instrument or otherwise continue to perform
your escrow functions, except upon receipt of a mutual written agreement of the parties or upon an
appropriate order of court. In the event of a dispute, you are authorized to deposit the escrowed funds into
a court of competent jurisdiction for a determination as to the proper disposition of said funds.
You are not to disclose to any person (other than the parties hereto, their employees, agents or
independent contractors) any information about the Agreement or its existence or this letter of instructions
(except if requested by either party or as may be required by court in any litigation or by law).
ATTACHMENT #7 Page 28 of 64
Exhibit B – 25
You are to maintain the Deposit in a federally-insured interest-bearing account in a national
banking association or such other account and/or institution as Buyer and Sellers may approve, and all
interest accruing thereon shall be paid to the party entitled to the Deposit under the terms of the Agreement.
We understand that you assume no responsibility for, nor will we hold you liable for, any loss accruing due
to bank failure and/or takeover by a federal regulatory agency, or which arises solely from the fact that the
escrow amount exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) and that the excess amount is
not insured by the Federal Deposit Insurance Corporation. Nor shall you be required to institute legal
proceedings of any kind pursuant to these instructions, nor be required to defend any legal proceedings
which may be instituted against you with respect to the subject matter of these instructions unless you are
requested to do so by Buyer or Sellers and arrangements reasonably satisfactory to you have been made to
indemnify you against the cost and expense of such defense by the party making such request. If any
dispute shall arise with respect to these instructions, whether such dispute arises between the parties hereto
or between the parties hereto and other persons, you may interplead such disputants. You shall be
responsible only for the performance of such duties as are strictly set forth herein and in no event shall you
be liable for any act or failure to act under the provisions of this letter except where such action or inaction
is the result of your willful misconduct or gross negligence.
Sellers and Buyer each hereby agrees to indemnify you and hold you harmless against any loss,
liability or damage (including the cost of litigation and reasonable counsel fees) incurred in connection with
the performance of your duties hereunder except as a result of your willful misconduct or gross negligence.
If you incur any such loss, liability or damage in connection with any dispute between Sellers and Buyer,
then, as between Sellers and Buyer, the party that does not substantially prevail in such dispute shall be
responsible for the entire amount of such loss, liability or damage.
You agree that any notice to be delivered or given to you hereunder may be given in accordance
with the terms and provisions of this Agreement to you at your address as set forth on your counterpart
signature page to this letter agreement.
You also agree to act as “the person responsible for closing” the Transaction pursuant to Section
6045(e) of the Tax Code. In connection therewith, you agree to prepare and file all informational returns,
including IRS Form 1099-S and otherwise to comply with the provisions of said Section 6045(e).
Please indicate your agreement to comply with the foregoing instructions by executing at least two
copies of this letter and returning one to FDN, LLC, 3829 Brandy Station Court, Atlanta, Georgia 30339,
Attn: F. Donald Nelms, Jr., Esq., counsel for Seller, and one to Hull Barrett, P.C., 111 Park Avenue, SW,
Aiken, South Carolina 29801, Attn: Kelley D. Mobley, Esq., counsel for Buyer.
ATTACHMENT #7 Page 29 of 64
Exhibit B – 26
Very truly yours,
BUYER
CITY OF NORTH AUGUSTA, a body
politic and political subdivision of the
State of South Carolina (Seal)
By: ______________________________
Print Name: _______________________
Title: ____________________________
SELLER
RIVERSIDE VILLAGE B OWNER, LLC, a South
Carolina limited liability company (Seal)
By: Greenstone Hammond’s Ferry, LLC, its
Managing Member
By: _______________________________
Christian B. Schoen
As its Sole Member
THE UNDERSIGNED EXECUTES THIS AGREEMENT FOR THE LIMITED PURPOSE OF
AGREEING TO SERVE AS ESCROW AGENT PURSUANT TO THE TERMS AND CONDITIONS
CONTAINED HEREIN.
ESCROW AGENT:
HULL BARRETT, PC, a Georgia professional
corporation (Seal)
By: ______________________________
Kelley D. Mobley
As Attorney
ATTACHMENT #7 Page 30 of 64
Exhibit C – 1
EXHIBIT C
Form of Deed
Attached.
ATTACHMENT #7 Page 31 of 64
Exhibit C – 2
Prepared by and return to:
Hull Barrett, P.C. (kdm)
111 Park Avenue, SW
Aiken, SC 29841
STATE OF SOUTH CAROLINA
COUNTY OF AIKEN
LIMITED WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS, that RIVERSIDE VILLAGE B OWNER, LLC,
a South Carolina limited liability company (“Grantor”), for and in consideration of the payment of
TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, paid by CITY
OF NORTH AUGUSTA, a body politic and political subdivision of the State of South Carolina
(“Grantee”), the receipt of which is hereby acknowledged, has granted, bargained, sold and
released and by these presents does grant, bargain, sell and release, subject to current taxes and
assessments not yet due and payable, all easements, rights of way, covenants, conditions,
restrictions, and other matters of record, and any such matters that would be disclosed by a survey
and inspection of the premises (“Permitted Encumbrances”), unto Grantee the real estate
described on Exhibit “A” attached hereto and by reference made a part hereof.
TOGETHER with all and singular the rights, members, hereditaments, and appurtenances
to said real estate belonging or in any wise incident or appertaining and any improvements thereon
(the “Property”).
TO HAVE AND TO HOLD, subject to the Permitted Encumbrances, all and singular the
Property before mentioned unto Grantee in fee simple forever.
Grantor shall warrant and forever defend all and singular the Property unto Grantee against
the lawful claims of all persons claiming by, through, or under Grantor, subject to the Permitted
Encumbrances.
The terms “Grantor” and “Grantee” to include the plural as well as the singular, and heirs,
legal representatives, successors and assigns, or other words of inheritance as shall be required by
the gender of Grantor or Grantee. Any reference to one gender shall include the others, including
the neuter.
[EXECUTION ON FOLLOWING PAGE]
ATTACHMENT #7 Page 32 of 64
Exhibit C – 3
Grantor has executed this instrument under seal effective May ____, 2026.
Witness
Print Name:
Witness
Print Name:
RIVERSIDE VILLAGE B OWNER, LLC, a South
Carolina limited liability company (Seal)
By: Greenstone Hammond’s Ferry, LLC, its
Managing Member
By: _______________________________
Christian B. Schoen
As its Sole Member
State of
County of
)
)
)
Acknowledgment
I, ______________________, a notary public for the State and County aforesaid, do
hereby certify that Christian B. Schoen, Sole Member of the Managing Member of Riverside
Village B Owner, LLC, a South Carolina limited liability company, personally appeared before me
this day and acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal this the ___ day of May, 2026.
____________________________
Notary Public (Notarial Seal)
My Commission Expires:
ATTACHMENT #7 Page 33 of 64
Exhibit C – 4
EXHIBIT A (to Deed)
Legal Descriptions
Parcel B
[INSERT DERIVATION]
TMP No. 007-14-19-001
ATTACHMENT #7 Page 34 of 64
Exhibit C – 5
Exhibit B to Deed
Permitted Exceptions
ATTACHMENT #7 Page 35 of 64
Exhibit D
EXHIBIT D
Property Documents
• All tax bills
• All governmental correspondence affecting the Property
• Any easements and related agreements affecting the Property
• Environmental assessment reports, engineering, structural studies and reports, civil engineering
drawings, geotechnical reports, utility plans, architectural drawings, as-built plans and specifications,
renderings and/or any other drawings and traffic studies
• All current service contracts affecting the Property
• Most recent owner’s title policy with title exception documents
• Most recent survey
ATTACHMENT #7 Page 36 of 64
Schedule 1.1
Schedule 4.33
List of Proceedings
None
ATTACHMENT #7 Page 37 of 64
Schedule 4.55
Schedule 4.55
Notices of Violations
None
ATTACHMENT #7 Page 38 of 64
Schedule 4.133
Leases, Licenses, Contracts
[to be provided]
ATTACHMENT #7 Page 39 of 64
Exhibit B
Form of Purchase and Sale Agreement to Unit 3 – Office Unit
of The Clubhouse at Riverside Village Condominium Horizontal Property Regime
ATTACHMENT #7 Page 40 of 64
{01397877-1}
PURCHASE AND SALE AGREEMENT
between
CITY OF NORTH AUGUSTA
a body politic and political subdivision of the State of South Carolina
(“Buyer” and “City”)
and
BIOFUEL RIVERSIDE, LLC
a South Carolina limited liability company
(“Seller”)
relating to
Unit 3 – Office Unit
of The Clubhouse at Riverside Village Condominium Horizontal Property Regime
111 Railroad Avenue
North Augusta, South Carolina 29841
ATTACHMENT #7 Page 41 of 64
{01397877-1}
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered
into as of the Effective Date (as defined below) by and between CITY OF NORTH AUGUSTA, a
body politic and political subdivision of the State of South Carolina (“Buyer” and “City”); and
BIOFUEL RIVERSIDE, LLC, a South Carolina limited liability company (“Seller”).
RECITALS
WHEREAS, Seller owns the land and buildings commonly known as Unit 3 – Office Unit
of The Clubhouse at Riverside Village Condominium Horizontal Property Regime, 111 Railroad
Avenue, North Augusta, South Carolina 29841, as more particularly described on Exhibit A hereto,
together with all easements, rights-of-way, appurtenances, improvements, fixtures, other real
property rights related thereto (the “Property”).
NOW, THEREFORE, for and in consideration of the foregoing, for the mutual promises
herein contained, and for other good and valuable consideration, the receipt and independent
sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. For the purposes of this Agreement, the following key terms
shall have the meanings hereinafter set forth, unless the context clearly requires otherwise:
“Master Parking Agreement” shall mean the Master Parking Facilities Operating and
Easement Agreement, as may have been amended and/or restated, between Greenstone
Hammond’s Ferry, LLC and Buyer dated April 25, 2017, and recorded on May 16, 2017, in the
Aiken County Register of Deeds Office in Book 4662, page 837; as affected by that Master Parking
Facilities Operating and Easement Agreement Joinder among Greenstone Hammond’s Ferry,
LLC, Buyer, and the North Augusta Public Facilities Corporation dated April 25, 2017, and
recorded on May 16, 2017, in the aforesaid records in Book 4662, page 1022; as affected by that
Joinder Agreement to Master Parking Facilities Operating and Easement Agreement between
Ackerman Greenstone North Augusta, LLC, Greenstone Hammond’s Ferry, LLC, Buyer, and
North Augusta Public Facilities Corporation dated December 28, 2017, and recorded on December
29, 2017, in the aforesaid records in Book 4699, page 579; as affected by that Master Parking
Facilities Dedicated Parking Space Agreement by Greenstone Hammond’s Ferry, LLC dated
January 16, 2018, and recorded January 18, 2018, in the aforesaid records in Book 4701, page
2313; as amended by that Amended and Restated Master Parking Facilities Operating and
Easement Agreement dated June 17, 2024, and recorded July 2, 2024, in the aforesaid records in
Book 5169, page 745; and as affected by that Easement for Access and Parking by and between
Seller and SCP North Augusta Owner, LLC, a Georgia limited liability company, dated August 6,
2024, and recorded August 15, 2024, in the aforesaid records in Book 5179, page 217.
"MID" shall mean the Ballpark Village Municipal Improvement District, created by City
pursuant to Ordinance 2016-23 adopted by the City Council of City on February 6, 2017, in which
the Property is located.
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"MID Assessment" shall mean any special assessment, charge, fee, installment, or similar
amount levied, imposed, billed, or collectible with respect to the Property pursuant to the MID
Documents (hereinafter defined), together with any interest, penalties, costs, and administrative
fees permitted thereunder.
"MID Documents" means the ordinances, resolutions, assessment rolls, agreements,
policies, and other governing documents establishing and administering the MID and the MID
Assessment, as such documents may be amended or supplemented from time to time.
"Non-Benefited Property" means the potential status of a parcel of real property within
the MID as defined in the MID Documents, pursuant to which a mandatory prepayment of the
MID Assessment is required for such parcel (assuming such parcel has a MID Assessment on it).
"Prepayment Amount" shall mean the respective amount required to be paid in order to
satisfy in full the requirement for a mandatory prepayment of the MID Assessment on the Property,
which amount is calculated pursuant to the MID Documents.
ARTICLE II
PURCHASE AND SALE
Section 2.01. Purchase of Property. Buyer agrees to purchase from Seller, and Seller
agrees to sell to Buyer, pursuant to the terms and conditions of this Agreement, the Property.
Section 2.02. Purchase Price; Payment. The purchase price for the Property (“Purchase
Price”) shall be ONE MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS
($1,600,000.00), payable at Closing.
Section 2.03. Deposit; Escrow Agent. On or before the third (3rd) Business Day after the
Effective Date, Buyer shall deliver to Hull Barrett, P.C., 111 Park Avenue, SW, Aiken, SC 29801,
attention: Kelley D. Mobley (“Escrow Agent”), a deposit in the amount of ONE HUNDRED
THOUSAND AND NO/100 DOLLARS ($100,000.00) (together with any subsequent deposits to
the Escrow Agent made hereunder the “Deposit”). The Deposit shall be placed by Escrow Agent
in its IOLTA trust account and shall be credited against the Purchase Price on behalf of Buyer
upon the occurrence of Closing. Upon the occurrence of a default or termination hereunder the
Deposit shall be processed in accordance with the terms of this Agreement.
Section 2.04. Rights and Duties of Escrow Agent. If any dispute or difference arises
between Buyer and Seller or if any conflicting demand shall be made upon Escrow Agent, Escrow
Agent shall either await settlement of the controversy by final appropriate legal proceedings or
agreement of the parties or may interplead the Deposit into a court selected by Escrow Agent.
Notwithstanding the foregoing, upon written notice from Buyer prior to the expiration of the
Inspection Period that Buyer has terminated this Agreement, then Escrow Agent shall promptly
disburse the Deposit to Buyer without the necessity of obtaining consent from Seller (and the
foregoing provision shall not apply). Buyer and Seller agree to and hereby indemnify and hold
Escrow Agent harmless from and against all costs, damages, judgments, attorneys’ fees, expenses,
obligations and liabilities of every kind and nature reasonably suffered or incurred in connection
with or arising out of this Escrow Agent’s duties as escrow agent under this Agreement, including,
but not limited to, all costs and expenses incurred for the interpretation of this Agreement or any
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other agreement related hereto, or with respect to any appointment or interpleader or other
proceeding, unless such liability arises as a direct result of the gross negligence or willful
misconduct of Escrow Agent. The parties acknowledge that Escrow Agent’s trust account is an
IOLTA account governed by South Carolina Appellate Court Rule 412 and that neither party shall
be entitled to receive interest thereon. Escrow Agent has executed this Agreement for the sole
purpose of acknowledging its agreement to perform the services required of it hereunder. Buyer
acknowledges that Escrow Agent serves as counsel for Seller and consents to Escrow Agent also
serving as escrow agent under this Agreement.
ARTICLE III
CLOSING
Section 3.01. Closing Date. Closing of the purchase and sale of the Property (“Closing”)
shall occur by overnight delivery of executed closing documents into escrow with Escrow Agent,
without the necessity of Buyer or Seller being physically present at Closing, on the 30th day after
the Effective Date or such other date as may be agreed upon in writing by Seller and Buyer (the
“Closing Date”).
Section 3.02. Documentation and Deliveries for Closing from Seller. At or before Closing,
Seller shall deliver to Buyer the following:
(a) Limited Warranty Deed, in form of Exhibit B attached hereto, conveying
the Property to Buyer free and clear of all liens and encumbrances, together with a
Quitclaim Deed in favor of Buyer describing the Property by reference to Buyer’s survey,
if Buyer performs a survey hereunder (collectively, the “Deed”);
(b) Bill of Sale and Assignment in form reasonably satisfactory to Buyer,
conveying all personal property, warranties, and intangible property related to the Property
to Buyer free and clear of all liens and encumbrances;
(c) Owner’s affidavit in a customary form sufficient to allow Buyer’s title
insurance company to issue a title insurance policy without exception for possible claims
for statutory materialmen’s or mechanic’s liens, unrecorded leases or agreements, brokers,
and parties in possession;
(d) Broker lien waiver from any brokers engaged by Seller with respect to the
transaction contemplated by this Agreement or otherwise with respect to the Property;
(e) Certificate of Seller confirming that the representations and warranties of
Seller contained in this Agreement are true and correct as of the Closing Date;
(f) Evidence satisfactory to Buyer’s title insurance company establishing that
the transactions under this Agreement have been properly authorized;
(g) a FIRPTA certificate, IRS form 1099, nonresident withholding affidavit,
certificate of tax compliance, if applicable, a settlement statement, and such other
documents as are customarily delivered in real estate closings in the state where the
property is located (the “State”) of the type and value of the subject transaction.
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Section 3.03. Documentation and Deliveries for Closing from Buyer. At Closing, Buyer
shall deliver to Seller the Purchase Price, less the Deposit, and a settlement statement.
Section 3.04. Condition of Property at Closing. At Closing, Seller shall deliver the
Property to Buyer in broom clean condition with all personal property removed and in substantially
the same condition as the Property existed on the Effective Date.
Section 3.05. FinCEN Reporting Cooperation. The parties acknowledge that this
transaction may be subject to reporting requirements of the Financial Crimes Enforcement
Network applicable to certain residential real estate transfers. Each party agrees to promptly
provide to the settlement agent, closing attorney, title company, or other designated reporting
person (the “Reporting Person”) all information, documentation, and certifications reasonably
requested to determine whether a report is required and, if so, to complete and file any required
report, including information regarding the identity of the parties and any beneficial owners, the
method of payment of the purchase price, and such other information as may be required by
applicable regulations. Each party represents that the information it provides will be true, correct,
and complete to the best of its knowledge, and the Reporting Person shall be entitled to rely
conclusively on the accuracy and completeness of such information without independent
investigation. Each party agrees to indemnify, defend, and hold harmless the Reporting Person and
its agents from and against any losses, liabilities, penalties, damages, or expenses (including
reasonable attorneys’ fees) arising out of or relating to the failure of such party to timely provide
required information or the provision of inaccurate or incomplete information for purposes of
FinCEN reporting.
ARTICLE IV
CLOSING COSTS AND PRORATIONS
The agreements of Seller and Buyer set forth in this Section with respect to post-closing
adjustments shall survive the Closing, unless otherwise so provided in this Section.
Section 4.01. Expenses of Closing. Seller shall pay the transfer tax with respect to the
Deed, the costs to record any satisfactions to discharge any mortgages, deeds of trust, security
deeds or other monetary encumbrances, and its attorney’s fees. Buyer shall pay for its title
insurance policy, other recording costs, due diligence expenses, and its attorney’s fees.
Section 4.02. Brokerage Commission and Indemnity. Auben Realty, LLC represents
Seller with respect to this Agreement. If, and only if Closing occurs, Seller shall pay such broker
a commission of five percent (5.00%) of the Purchase Price. Otherwise, each party hereby
represents and warrants to the other that it has not employed or retained any broker or finder in
connection with the transaction contemplated by this Agreement, and that neither has had any
dealings with any other person or party which may entitle that person or party to a fee or
commission. Each party shall indemnify the other of and from any claims for commissions by any
person or party claiming such commission by or through the indemnifying party. This provision
shall survive closing hereunder or termination of this Agreement.
Section 4.03. Real Property Taxes and Assessments. Ad valorem real property taxes with
respect to the Property for the year in which the Closing occurs shall be prorated between Buyer
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and Seller as of 12:01 a.m. on the Closing Date. If the Closing shall occur before the tax rate or
the assessed valuation of the Property is fixed for the year of Closing, the apportionment of taxes
shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation.
Subsequent to the Closing, when the tax rate and the assessed valuation of the Property are fixed
for the year in which the Closing occurs, the parties agree to adjust the proration of taxes and, if
necessary, to refund or repay such sums as shall be necessary to effect such adjustment, which
obligation shall survive the Closing and not be merged therein. Seller shall pay all special
assessments against the Property assessed prior to Closing.
Section 4.04. Utilities. Utilities, including telephone, electricity, water, sewer, and gas,
shall be read on the Closing Date and the parties shall take all the necessary actions needed to
arrange for utilities to be transferred to the name of Buyer beginning 12:01 a.m. on the Closing
Date.
Section 4.05. Other Income and Expense. To the extent applicable, any other income or
expense related to the Property shall be prorated as of 12:01 a.m. on the Closing Date.
Section 4.06. Survival and Day of Closing. The agreements of Seller and Buyer set forth
in this Section with respect to post-closing adjustments shall survive the Closing, unless otherwise
so provided in this Section. For purposes of all prorations of all income and expenses described
in this Article, Buyer will be deemed to own the Property for the entire Closing Date.
ARTICLE V
INSPECTION PERIOD
Section 5.01. Inspection Period. Buyer shall have five (5) Business Days from the
Effective Date (the “Inspection Period”) to inspect the Property; to review the title to the Property
and obtain a commitment from a title company acceptable to Buyer for the issuance to Buyer of
an owner’s title insurance policy as contemplated herein, to survey the Property, and to conduct
any and all other feasibility studies, environmental studies, and physical inspections of the Property
deemed desirable by Buyer (the “Inspection”). Nothing contained herein shall require Buyer to
do or have done any of the foregoing Inspections, all of which shall be at Buyer’s election.
Section 5.02. Buyer’s Right to Terminate. If Buyer decides for any or no reason not to
purchase the Property or proceed hereunder, in its sole discretion, then Buyer may terminate this
Agreement upon written notice to Seller on or before the expiration of the Inspection Period and
be entitled to the immediate return of the Deposit, and the parties hereto shall have no further
liability to each other hereunder. If Buyer fails to so exercise its option to terminate this Agreement,
the Deposit will be and become nonrefundable to Buyer except (i) in the event of Seller’s default
hereunder and such default remains uncured after the expiration of Seller’s cure period described
in Section 10.02, (ii) in the event that one or more of the Conditions Precedent to Closing hereunder
as described below have not been satisfied and Seller fails to satisfy such Conditions Precedent
within the time period allowed in ARTICLE VII, and (iii) as otherwise specifically provided in
this Agreement.
Section 5.03. Delivery of Due Diligence Material. Upon written request by Buyer, and if
available to Seller, within three Business Days after the Effective Date, Seller shall deliver to
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Buyer copies of Seller’s deed to the Property; Seller’s survey and title insurance policy with respect
to the Property; any leases or landscaping, service, or other contracts related to the Property;
Seller’s environmental and subsurface investigation reports with respect to the Property; and any
other relevant and non-confidential information concerning the Property that Buyer may request
in writing (the “Due Diligence Material”). The Due Diligence Material has been or will be
provided as an accommodation to Buyer for information only. Seller makes no representations or
warranties whatsoever as to the accuracy or completeness thereof. Accordingly, any reliance that
Buyer or its representatives may place on such materials shall be at Buyer’s sole risk. Buyer agrees
that any decision that it makes to accept the Property and proceed to closing will be based solely
on Buyer’s due diligence and the express representations of Seller in this Agreement. In the event
that Buyer terminates this Agreement, Buyer shall deliver to Seller copies of all surveys, title
insurance commitments, environmental studies, asbestos studies, soil reports, marketing studies,
traffic studies, and all other due diligence material prepared by third parties for Buyer.
Section 5.04. Buyer’s Access to Property and Indemnification. Seller agrees to permit
Buyer's agents reasonable access to the Property for the purposes of conducting engineering and
feasibility studies and tests, provided that such studies and tests do not result in any material
damage to the present character or topography of the Property. Buyer agrees to indemnify, defend
and hold harmless Seller from any liens, claims, loss, damages, injury to persons or damage to
Property, including improvements, located on the Property, and attorneys' fees arising from
Buyer's inspections, testing and exercise of its right of access to the Property. Buyer will restore
the Property to the same condition after its inspections or testing has been completed as it was
prior to said inspections/testing. This Section shall survive Closing or termination of this
Agreement indefinitely.
Section 5.05. Title. On or before the expiration of the Inspection Period, Buyer may give
Seller written notice of any objections to Seller's title as disclosed in the title report/commitment
obtained from Buyer’s title insurance company or on any survey obtained by Buyer (the “Title
Objection Notice”). Within five (5) Business Days after delivery to Seller of the Title Objection
Notice (“Seller’s Response Period”), Seller may, in Seller’s discretion, deliver to Buyer written
notice that Seller agrees to cure any or all objections raised in the Title Objection Notice (and any
such agreement by Seller to cure shall thereupon become a covenant of Seller under this
Agreement and shall become a Condition Precedent). If Seller fails to agree in writing to cure all
of Buyer’s objections (or if Seller fails to respond to the Title Objection Notice) within Seller’s
Response Period, then Buyer may elect by written notice to Seller, on or before the fifth (5th)
Business Days after expiration of Seller’s Response Period, to terminate this Agreement and
receive a full refund of the Initial Deposit, and thereafter this Agreement shall be null and void
and of no further force or effect, except for those matters that specifically survive the termination;
otherwise, subject to Seller’s Mandatory Cure Obligations and the pre-closing inspection rights
described in Section 5.07, title to the Property shall be deemed to be acceptable, insurable, and
marketable, and all survey and title matters with respect to the Property existing as of the Effective
Date shall be deemed to be “Permitted Exceptions,” and any objection thereto shall be deemed
to have been waived for all purposes.
Section 5.06. Mandatory Cure Obligations. Seller shall have the obligation, whether or
not Buyer makes a specific title objection, to satisfy any existing mortgage or security deed lien or
encumbrance; tax liens; judgment liens given or suffered by Seller that encumbers the Property on
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or at Closing; other monetary liens; and all ad valorem real or personal property taxes, assessments
and governmental charges affecting all or any portion of the Property which are delinquent (the
“Mandatory Cure Obligations”), and Buyer shall be entitled to use the sales proceeds from the
Property to satisfy the Mandatory Cure Obligations.
Section 5.07. Pre-Closing Inspection. Buyer shall have the right to conduct a pre-Closing
inspection of any and all aspects of the Property on or prior to the Closing Date. Buyer shall not
be obligated to close hereunder and shall be entitled to terminate this Agreement and obtain a full
refund of the Deposit if any material detrimental changes occur in the title to or condition of the
Property after the date of this Agreement and before Closing and Seller fails to resolve such
detrimental change within thirty (30) days of delivery of written notice.
ARTICLE VI
COVENANTS OF SELLER PENDING CLOSING
Section 6.01. Future Operations. From the Effective Date until the Closing or earlier
termination of this Agreement, Seller shall (a) keep, maintain and, if applicable, operate the
Property in substantially the same condition and manner as of the Effective Date, reasonable wear
and tear excepted; and (b) promptly advise Buyer within five (5) days receipt of notice of any of
the following: notices, letters, or other correspondence given or received regarding litigation,
arbitration or administrative hearing from the city, county, state or any other authority or otherwise
concerning the Property arising or threatened of which Seller has notice; special assessments or
proposed increases in the valuation of the Property; condemnation or eminent domain proceedings
affecting any portion of the Property; citations or notices regarding failures to maintain any permits
or licenses for the Property; and liens affecting the Property. Seller shall take no action that might
materially damage or adversely affect the value of the Property after the Effective Date and shall
not cause or suffer any waste of the Property. The Property shall be in substantially the same
condition on the Closing Date as on the Effective Date except as otherwise provided in this
Agreement, and Seller shall make all necessary repairs and replacements until the Closing as
necessary to comply with the requirements hereof. Until Closing, Seller shall maintain such
casualty and liability insurance on the Property as is presently being maintained.
Section 6.02. Leases, Easements, Etc. So long as this Agreement remains in effect, Seller
shall not enter into any leases, easements, covenants, restrictions, options, rights of first refusal, or
other documents or agreements affecting the Property and shall not amend any existing leases,
easements, covenants, restrictions, or agreements affecting the Property without the prior written
consent of Buyer. So long as this Agreement remains in effect, Seller shall (a) fulfill all of its
obligations under all contracts, leases or other documents affecting the Property, (b) not modify
such contracts without the prior written consent of Buyer, (c) not undertake any action with respect
to the Property or the operation thereof outside the ordinary course of business without Buyer’s
prior written consent. Unless otherwise requested by Buyer, Seller shall terminate all contracts
and agreements related to the Property at or prior to Closing.
ARTICLE VII
CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS
The obligations of Buyer to close under this Agreement shall be conditioned upon the
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material satisfaction of each of the following conditions precedent (“Conditions Precedent”) on
or prior to Closing. Seller shall use good faith and commercially reasonable business efforts to
cause the satisfaction of the Conditions Precedent prior to Closing. If any of the Conditions
Precedent have not been satisfied on or as of the Closing Date, then Buyer shall give Seller written
notice of the same on or prior to the scheduled date for Closing, and Seller shall have an
opportunity for thirty (30) days to attempt to satisfy the Conditions Precedent. If Seller fails to
satisfy such Condition Precedent on or prior to Closing, Buyer shall elect to, in addition to any
other remedies herein, either (x) waive failure of Seller to satisfy the Condition Precedent and
proceed to Closing; or (y) terminate this Agreement and receive a full refund of the Deposit.
Section 7.01. Title. Title to the Property shall be deemed insurable and marketable
pursuant to Section 5.05, subject only to the Permitted Exceptions, and no detrimental changes to
title to the Property shall have occurred after the Effective Date that Seller has failed to resolve
pursuant to Section 5.07.
Section 7.02. Performance. Seller shall have timely performed each and every obligation
and covenant imposed upon Seller hereunder.
Section 7.03. Representations and Warranties. All representations and warranties made by
Seller in this Agreement shall be materially true and accurate and remain in full force and effect.
Section 7.04. Consent to Relocate Signage. Seller shall use good faith and commercially
reasonable business efforts to cause the execution of a Consent to Relocate Signage affixed to The
Clubhouse at Riverside Village by DBH Augusta, LLC, a South Carolina limited liability
company, The Clubhouse at Riverside Village Owner’s Association, Inc., a South Carolina
nonprofit corporation, City, and Seller, in a form mutually acceptable to the parties hereto.
ARTICLE VIII
REPRESENTATIONS AND WARRANTIES
Section 8.01. Representations and Warranties of Seller. To induce Buyer to enter into this
Agreement and to purchase the Property, Seller hereby makes the following representations,
warranties and covenants, with respect to the Property, upon each of which Seller acknowledges
and agrees that Buyer is entitled to rely and has relied.
(a) Authorization; No Violation. Seller is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of South
Carolina. This Agreement has been duly executed and delivered by Seller, and Seller has
received all required authorizations from members of Seller to enter into, and consummate
the transactions described in, this Agreement. Once fully executed by Buyer, this
Agreement constitutes the valid and binding agreement of Seller, enforceable in
accordance with its terms. The execution and delivery of and the performance by Seller of
its obligations hereunder do not and will not contravene, or constitute a default under, any
provisions of applicable law or regulation, or any agreement, judgment, injunction, order,
decree or other instrument binding upon Seller or result in the creation of any lien or other
encumbrance on any asset of Seller.
(b) Litigation. There is no action, suit or proceeding, pending or known to be
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threatened, against or affecting Seller or any stockholder, member or partner of Seller in
any court or before any arbitrator or before any governmental body which (i) in any manner
raises any question affecting the validity or enforceability of this Agreement or any other
agreement or instrument to which Seller is a party or by which it is bound and that is to be
used in connection with, or is contemplated by, this Agreement, (ii) could create a lien on
the Property, any part thereof, or any interest therein, or (iii) relates in any way to the
Property.
(c) Bankruptcy, etc. Seller has not filed a petition or an answer seeking
reorganization or an arrangement with creditors or to take advantage of any insolvency or
bankruptcy law.
(d) Title. To Seller’s knowledge, based solely on Seller’s title insurance policy,
Seller holds fee simple marketable and insurable title to the Property, subject only to
covenants, easements, and restrictions of record.
(e) Purchase Rights. Seller has entered into no agreement, oral or written, other
than this Agreement, that remains in effect which grants any party a right to purchase,
option, right of first refusal, right of first offer, or any other rights in or to the Property.
(f) Assessments. Except as outlined in Section 8.02(a), no assessments or
charges for any public improvements have been made against the Property which remain
unpaid, no improvements to the Property or any roads or facilities abutting the Property
have been made or ordered for which a lien, assessment or charge can be filed or made
against the Property, and Seller has no knowledge of any plans for improvements by any
governmental or quasi-governmental authority which might result in a special assessment
against the Property. Seller has incurred no obligations relating to the installation of or
connection to any sanitary sewers or storm sewers which shall be enforceable against the
Property, and, to the extent that Seller is obligated to do so, all public improvements
ordered, advertised, commenced or completed prior to the date of Closing shall be paid for
in full by Seller prior to Closing.
(g) Agreements and Leases. There are no agreements or leases of any nature,
including management, employment, service, equipment, supply, maintenance, water,
sewer, or other utility or concession agreements with municipalities (including
improvement or development escrows or bonds), with respect to or affecting the Property.
(h) Environmental. To the knowledge of Seller, the Property does not, and
Seller’s use of the Property did not, violate federal, state or local laws, ordinances or
regulations relating to the environmental conditions on, under or about the Property,
including, without limitation, soil and ground water conditions. To the knowledge of
Seller, the Property has not been used for the generation, storage or disposal of, on, under
or about the Property of any Hazardous Materials (hereinafter defined), except and only to
the extent as may be allowed by applicable governmental laws, rules and regulations
governing the use of Hazardous Materials at the Property. To the knowledge of Seller,
there has not been in the past a release or threatened release of Hazardous Materials on or
from the Property into the environment. The Property is not now nor has ever been a
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landfill. There are no underground storage tanks and no buried waste material on
Property. The Seller has not received, nor does the Seller have knowledge that any prior
owner has received, notice from any federal, state, county, municipal authority as to the
existence of Hazardous Materials, underground storage tanks, or conditions of non-
compliance with any federal, state or local laws, ordinances or regulations relating to the
environmental conditions on, under or about the Property. For purposes hereof,
“Hazardous Materials” shall include those materials regulated by the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C.
§9601, et seq., as amended by the Superfund Amendment and Reauthorization Act of 1986
(SARA), The Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq.;
Occupational Safety and Health Act of 1970, 29 U.S.C. § 651, et seq.; the Toxic Substance
Control Act 15 U.S.C. § 2601, et seq; the Clean Air Act 42 U.S.C. § 7401, et seq.; and the
Clean Water Act 33 U.S.C. § 6901, et seq., and the regulations adopted in publications
promulgated pursuant to the above laws and in any other applicable state, county and city
laws or ordinances and regulations.
Section 8.02. Representations and Warranties of Buyer. To induce Seller to enter into this
Agreement and to purchase the Property, Buyer hereby makes the following representations,
warranties and covenants, with respect to the Property, upon each of which Buyer acknowledges
and agrees that Seller is entitled to rely and has relied.
(a) MID Prepayment.
(i) Calculation and Determination of Prepayment Amount. Pursuant to
the MID Documents, City has determined that its purchase, as Buyer, of the
Property, will result in the parcel of real property that makes up the Property
becoming Non-Benefited Property, which will result in a mandatory prepayment of
the MID Assessment becoming immediately due for the parcel of real property
which makes up the Property. City has caused calculation of the Prepayment
Amount, in accordance with the MID Documents and applicable South Carolina
law, to be prepared by the Administrator of the MID District. Buyer represents and
warrants that the Prepayment Amount so calculated is sufficient to satisfy in full
the MID Assessment affecting the parcel of the Property and to obtain a release (or
other evidence of extinguishment as of Closing) of the corresponding lien of the
MID Assessment, as more fully specified in (iii) below.
(ii) Payment at Closing; Application of Funds. At or before Closing,
Buyer shall pay from its Riverfront Central Core Redevelopment Fund, and then
receive back into its Tax Increment Fund, the Prepayment Amount, as the MID
Documents require, as a Closing payment item. Seller shall have no obligation to
pay any portion of the Prepayment Amount.
(iii) Extinguishment of Lien; Evidence of Release. Following the
Closing and the payment of the Prepayment Amount to City, Buyer shall obtain, as
soon as reasonably practicable after Closing (or at Closing if available), written
evidence reasonably acceptable to Buyer and Seller that the MID Assessment and
corresponding lien on the Property has been satisfied in full and reduced to zero
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(the "MID Release Evidence"). MID Release Evidence may include a recorded
satisfaction, release, cancellation, or similar instrument, or a written confirmation
from City that the MID Assessment has been paid in full and that the lien is
released, together with any recording information, if recorded. If the MID Release
Evidence is not available at Closing, Buyer shall deliver a copy to Seller promptly
upon receipt. Additionally, pursuant to the MID Documents, the Assessment Roll
for the MID shall be updated and approved by the City Council of City in the
ordinary course to document the prepayment and record that the MID Assessment
on the Property has been reduced to zero ($0.00).
(iv) Cooperation; Information; No Impairment. Buyer and Seller shall
execute and deliver such customary certificates, forms, and authorizations as may
be reasonably required by the MID Documents to effectuate the payoff and release,
provided that Seller shall not be required to incur out-of-pocket costs (other than de
minimis administrative costs) or assume any continuing liability after Closing.
Seller shall reasonably cooperate with Buyer's efforts to obtain a payoff statement
and release documentation, including providing non-confidential information in
Seller's possession reasonably requested by Buyer or Escrow Agent.
Section 8.03. “AS IS” AND “WHERE IS” Purchase and Sale. Buyer acknowledges
and agrees that it will be acquiring the Property “As Is” and “Where Is”, without representation
or warranty of any kind, except as expressly set forth in this Article. Except as expressly set forth
in this Article, Seller hereby specifically disclaims any representation or warranty, express or
implied, including, without limitation, those concerning (a) the nature and condition of the
Property and the suitability of the Property for any and all activities and uses which Buyer may
elect to conduct thereon, (b) the manner, construction, condition and state of repair or lack of repair
of any improvements located on, or comprising, the Property or part thereof, and (c) the
compliance of the Property or its operation with any laws, rules, ordinances or regulations of any
government or other body, including, but not limited to, the Americans with Disabilities Act and
other laws regarding access for handicapped persons, it being understood that Buyer shall have
full opportunity during Buyer’s Inspection Period to determine for itself the condition of the
Property. The sale of the Property is made on an “As Is” and “Where Is” basis, and Buyer expressly
acknowledges that, in consideration of the agreements of Seller herein, except as otherwise
expressly set forth in this Article, SELLER MAKES NO OTHER REPRESENTATIONS OR
WARRANTIES (EXPRESS OR IMPLIED) WITH RESPECT TO, AND SHALL HAVE NO
LIABILITY FOR: (i) THE CONDITION OF THE PROPERTY OR THE SUITABILITY OR
FITNESS OF THE PROPERTY FOR BUYER'S INTENDED USE OR FOR ANY USE
WHATSOEVER; (ii) ANY APPLICABLE BUILDING, ZONING OR FIRE LAWS OR
REGULATIONS OR COMPLIANCE WITH ANY REQUIRED PERMITS, IF ANY, OF ANY
GOVERNMENTAL AGENCY; (iii) THE AVAILABILITY OR EXISTENCE OF ANY
WATER, SEWER OR UTILITY RIGHTS; (iv) THE PRESENCE OF ANY
ENVIRONMENTALLY HAZARDOUS SUBSTANCES OR MATERIALS ON OR UNDER
THE PROPERTY; (v) THE ACCURACY OR COMPLETENESS OF ANY PLANS AND
SPECIFICATIONS, REPORTS OR OTHER MATERIALS PROVIDED TO BUYER; OR (vi)
ANY OTHER MATTER RELATING TO THE CONDITION OF THE PROPERTY. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, SELLER SHALL HAVE NO
LIABILITY TO BUYER WITH RESPECT TO THE CONDITION OF THE PROPERTY
ATTACHMENT #7 Page 52 of 64
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UNDER COMMON LAW, OR ANY FEDERAL, STATE, OR LOCAL LAW OR
REGULATION, AND BUYER HEREBY RELEASES AND WAIVES ANY AND ALL
CLAIMS WHICH THE BUYER HAS OR MAY HAVE AGAINST THE SELLER, ITS
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, WITH RESPECT TO THE CONDITION OF
THE PROPERTY, INCLUDING BUT NOT LIMITED TO ENVIRONMENTAL CONDITIONS.
Notwithstanding anything to the contrary in this Agreement or in any documents executed at
Closing, the Section shall survive Closing or termination of this Agreement indefinitely.
Section 8.04. Survival and Termination. The terms of this Article shall survive Closing
and delivery of the Deed for a period of six months after Closing, and all of Seller’s obligations
under this Article and other provisions of this Agreement and the documents executed at Closing
shall expire and be of no further force and effect for any and all claims not brought by written court
action filed and served on Seller by the date that is six months after Closing.
ARTICLE IX
CONDEMNATION AND CASUALTY
Seller shall bear all risk of loss, damage or taking of the Property which may occur prior
to Closing, as described in this section. In the event that, prior to the Closing Date, all or any
portion of the Property is damaged or destroyed to any extent by fire, earthquake, flood or other
cause or casualty or shall have been affected by condemnation or taking by eminent domain, or
shall be the subject of any condemnation proceeding, or shall be sold by Seller in lieu thereof,
Buyer shall have the option, but not the obligation, to accept the Property, or such title thereto as
Seller can convey, in such condition as the Property or title may then be, with no reduction in the
Purchase Price, but together with the right to receive the proceeds of any insurance or
condemnation award or sale in lieu of such condemnation proceeding which shall have been or
shall be made in connection with such damage, destruction, condemnation or taking, as the case
may be. Such option must be exercised by Buyer by written notice to Seller within a reasonable
time but in no event later than thirty (30) days following receipt by Buyer of written notice from
Seller of such damage, destruction, condemnation or taking, and if such option is not so exercised,
this Agreement shall thereafter terminate. In the event of termination of this Agreement pursuant
to this Section, the Deposit shall be promptly returned to Buyer and both parties shall be relieved
of all obligations hereunder which do not expressly survive termination of this Agreement.
ARTICLE X
REMEDIES ON DEFAULT
Section 10.01. Default by Buyer. In the event of a default by Buyer of this Agreement, and
after the receipt by Buyer of written notice from Seller with respect to such default and the
expiration of a ten (10) day period in which Buyer may effect a cure, then Seller shall, as its sole
and exclusive remedy, receive the Deposit as liquidated damages and in full and complete
satisfaction of any and all claims, damages or causes of action that Seller may have against Buyer.
Seller and Buyer have made the above provision for liquidated damages because it would be
difficult to calculate, on the date hereof, the amount of actual damages for such breach, and that
these sums represent reasonable compensation to Seller for such breach.
ATTACHMENT #7 Page 53 of 64
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Section 10.02. Default by Seller. In the event of a default by Seller of the terms and
provisions of this Agreement, and after the receipt by Seller of written notice from Buyer with
respect to such default and the expiration of a ten (10) day period in which Seller may effect a
cure, then Buyer may, as its only remedies, either (a) seek to specifically enforce performance of
Seller’s obligations under this Agreement; or (ii) terminate this Agreement by delivery of written
notice thereof to Seller, in which event the Deposit shall be immediately returned to Buyer.
ARTICLE XI
MISCELLANEOUS
Section 11.01. Entire Agreement, Modifications, and Severability. This Agreement
constitutes the entire agreement between the parties hereto and it is understood and agreed that all
undertakings, negotiations, representations, promises, inducements and agreements heretofore
entered into between these parties are merged herein. This Agreement may not be changed orally,
but only by an agreement in writing signed by all parties hereto. In the event any provision hereof
shall be prohibited by or invalidated under applicable law, the remaining provisions of this
Agreement shall remain fully effective.
Section 11.02. Waiver. No waiver of any of the provisions to this Agreement shall be valid
unless in writing and signed by the party against whom it is sought to be enforced. No delay or
omission in the exercise of any remedy accruing upon the breach of this Agreement shall impair
such remedy or be construed as a waiver of such breach. The waiver by any party of any breach
shall not be deemed a waiver of any other breach of the same or any other provision hereof.
Section 11.03. Successors and Assigns. The provisions of the Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs, successors and assigns
and the legal representatives of their estates, as may be applicable. However, Buyer may assign
its rights under this Agreement only to one or more entities controlled by Buyer, and any other
purported assignment by Buyer shall be null and void. No such assignment by Buyer shall relieve
Buyer of its obligation hereunder.
Section 11.04. Notices. All notices required by applicable law or agreement in any matter
relating to this Agreement shall be given in writing and shall be deemed received (a) when
personally delivered (to the person or department if one is designated); (b) one (1) Business Day
following the date deposited with Federal Express, overnight U.S. mail or other national overnight
courier, fees prepaid; (c) three (3) days following the date deposited with U.S. certified or
registered mail, return receipt requested, postage prepaid; or (d) when sent by email; and addressed
in each such case to the parties at their respective addresses set forth below or such other single
address as either party may designate in a written notice given as herein provided (except that a
change of address notice shall not be effective until actual receipt).
Buyer:
City of North Augusta
Municipal Building
100 Georgia Avenue
North Augusta, SC 29841
Attention: City Administrator
Email: jclifford@northaugustasc.gov
ATTACHMENT #7 Page 54 of 64
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14
Seller: Biofuel Riverside, LLC
Attn: Andreas Laane and Kurt Malzer
2500 Trade Center Drive
Evans, GA 30809
Email: andreas@biofuelinvest.com
Email: kurtmalzer1@gmail.com
Copy to: Hull Barrett, P.C.
Attn: Kelley D. Mobley
111 Park Avenue, SW
Aiken, SC 29801
Email: kmobley@hullbarrett.com
Escrow Agent: Hull Barrett, P.C.
Attn: Kelley D. Mobley
111 Park Avenue, SW
Aiken, SC 29801
Email: kmobley@hullbarrett.com
Any party may by notice given as herein provided change its address to another single
address. Any notice provided by a party to this Agreement may be provided by such party’s legal
counsel. This section of this Agreement shall not confer upon any party the right to receive any
notice or be interpreted in a manner to create any right of notice.
Section 11.05. Construction of Agreement and Governing Law. Each of the parties hereto
has agreed to the use of the particular language of this Agreement, and any question regarding the
meaning of this Agreement shall not be resolved by any rule providing for construction against the
party who caused the uncertainty to exist or against the draftsman. The captions and headings in
this Agreement are for convenience only, and shall not be held to limit, define, describe, modify
or amend any provision or the scope or intent of this Agreement. The recitals and any exhibits to
this Agreement are hereby each and all fully incorporated herein by reference. The provisions of
this Agreement shall be governed by and construed and enforced in accordance with the laws of
the State.
Section 11.06. JURISDICTION AND VENUE. ANY LEGAL SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE CLOSING
DOCUMENTS CONTEMPLATED HEREUNDER, OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE
WHERE THE PROPERTY IS SITUATED IN EACH CASE LOCATED IN THE COUNTY
WHERE THE PROPERTY IS LOCATED, AND EACH PARTY IRREVOCABLY SUBMITS
TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION
OR PROCEEDING. EACH PARTY AGREES THAT SERVICE OF PROCESS MAY BE MADE
UPON IT IN ANY MANNER PRESCRIBED BY APPLICABLE FEDERAL RULES OF CIVIL
PROCEDURE OR BY APPLICABLE LOCAL RULES OR LAW OF CIVIL PROCEDURE
APPLICABLE IN THE COURT WHERE SUCH ACTION IS BROUGHT AND SHALL BE
ATTACHMENT #7 Page 55 of 64
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15
EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING
BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND
UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY
SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE
AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM.
Section 11.07. WAIVER OF TRIAL BY JURY. EACH PARTY ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT, THE CLOSING DOCUMENTS CONTEMPLATED HEREUNDER, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING
TO THIS AGREEMENT, THE CLOSING DOCUMENTS CONTEMPLATED HEREUNDER,
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO
THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO
REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE
FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS
CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS
WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
Section 11.08. Attorney’s Fees. If any action is brought by any party to this Agreement to
enforce or interpret its terms or provisions, the prevailing party will be entitled to reasonable
attorney’s fees and costs incurred in connection with such action prior to and at trial and on any
appeal therefrom.
Section 11.09. Like Kind Exchanges. Seller and Buyer may each close this transaction as
part of a like-kind exchange of properties under Section 1031 of the Internal Revenue Code of
1986, as amended, and applicable rules and regulations. The exchanging party shall bear all costs
of its exchange. The other party shall cooperate with the exchanging party and do all things
reasonably required and requested by the exchanging party (provided that such actions do not
increase the other party’s obligations or liabilities under this Agreement) to effect and facilitate
such an exchange. Anything in this section to the contrary notwithstanding: no party makes any
representation or warranty to the other as to the effectiveness or tax impact of any proposed
exchange; in no event shall any party be required to take title to any exchange or replacement
property; and in no event shall completion of any such exchange be a cause or excuse for any delay
in the Closing.
Section 11.10. Confidentiality. Without the prior written consent of the other party, neither
Seller nor Buyer shall disclose to any person, other than their respective partners, members,
shareholders, employees, legal counsel, agents, consultants, and representatives, on a need to know
basis, either the fact that this Agreement has been entered into or any of the terms, conditions or
ATTACHMENT #7 Page 56 of 64
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16
other facts with respect thereto, including the status thereof. However, either party hereto may
make such disclosure if compelled by court order or to comply with the requirements of any law,
governmental order or regulation after giving the other party advance notice and a reasonable
opportunity to move for a protective order. Without the prior written consent of the other party,
neither Seller nor (prior to Closing) Buyer shall make any public disclosure or issue any press
release pertaining to the existence of this Agreement or to the proposed acquisition of the Property.
This Section of this Agreement shall survive Closing indefinitely.
Section 11.11. Counterparts; Facsimile or Electronic Execution. This Agreement may be
executed and delivered by facsimile, portable document format, Docusign, or other electronic
format and/or in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument and shall become a binding Agreement
when one or more of the counterparts have been signed by each of the parties and delivered to the
other party.
Section 11.12. Time is of the Essence and Business Days. Time is of the essence of this
Agreement. The term “Business Day” means, whether or not capitalized, each day that national
banks operating in the State are open for business with customers in the State, excluding Saturdays
and Sundays. If any date or time period herein expires or matures on a day that is not a Business
Day, then such date or time period shall automatically be extended to the next Business Day.
Section 11.13. Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs, successors and assigns
and the legal representatives of their estates, as may be applicable. Buyer shall not assign this
Agreement without the prior written consent of Seller, and any purported assignment shall be null
and void.
Section 11.14. Expiration of Offer. When signed by a party hereto and intended as an offer
or counteroffer, this Agreement represents an offer to the other party that may be rescinded at any
time prior to, or expires at, 5:00 p.m. on May 21, 2026 (the “Expiration Date”), unless accepted
or counteroffered by the other party in written form delivered prior to the Expiration Date.
Section 11.15. Effective Date. The effective date (“Effective Date”) of this Agreement
shall be the date of execution of the last party to execute this Agreement.
Section 11.16. Parking Allocation in Stadium Deck. This Agreement contemplates that
City will, simultaneously with the Closing contemplated herein, also close on City’s purchase of
that certain tract or parcel of land known as Parcel B of the Clubhouse at Riverside Village, having
Aiken County TMP No. 007-14-19-001 (the “Stadium Deck”), including parking rights under the
Master Parking Agreement in the Stadium Deck, from Riverside Village B Owner, LLC, a South
Carolina limited liability company. Upon said purchase of the Stadium Deck, City shall amend
the Master Parking Agreement, in part, by increasing Seller’s Parking Space Allocations (as
defined in the Master Parking Agreement) for the “Parcel A1-Apmts” (now known as the
residential condominium “Units” of the Clubhouse Residences Condominium Association, Inc., a
nonprofit membership corporation under the laws of the State of South Carolina) from four (4)
spaces to ten (10) designated spaces for the exclusive use of the owners of the Units for a period
of, not less than, fifty (50) years.
ATTACHMENT #7 Page 57 of 64
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17
[EXECUTION ON FOLLOWING PAGE]
ATTACHMENT #7 Page 58 of 64
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IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the
Effective Date.
BUYER
CITY OF NORTH AUGUSTA, a body
politic and political subdivision of the State
of South Carolina (Seal)
By: ______________________________
Print Name: _______________________
Title: ____________________________
Date: ____________________
SELLER
BIOFUEL RIVERSIDE, LLC, a South
Carolina limited liability company (Seal)
By: ______________________________
Kurt Malzer
As its Authorized Signatory
Date: ____________________
THE UNDERSIGNED EXECUTES THIS AGREEMENT FOR THE LIMITED
PURPOSE OF AGREEING TO SERVE AS ESCROW AGENT PURSUANT TO THE TERMS
AND CONDITIONS CONTAINED HEREIN.
ESCROW AGENT:
HULL BARRETT, PC, a Georgia
professional corporation (Seal)
By: ________________________
Kelley D. Mobley
As Attorney
ATTACHMENT #7 Page 59 of 64
{01397877-1}
Exhibit A
Property
ALL that certain condominium unit lying and being in the City of North Augusta in Aiken County, South
Carolina and being known as Unit 3 – Office Unit of The Clubhouse at Riverside Village Condominium
Horizontal Property Regime and being more particularly shown and described by reference to the Master
Deed for The Clubhouse at Riverside Village Condominium Horizontal Property Regime dated December
15, 2017, and recorded in the Aiken County RMC Office on December 15, 2017, in Book 4697, Pages 788-
855, and said Master Deed is incorporated herein by reference. Said unit is located on a portion of that
parcel of land lying and being in the City of North Augusta in Aiken County, South Carolina, containing
approximately 0.80 acre and designated as Tract A1 on that certain Final Subdivision Plat of Ballpark
Village at Hammond’s Ferry prepared for Greenstone Hammond’s Ferry, LLC by John M. Bailey, SC PLS
No. 7399, of John M. Bailey & Associates, P.C., bearing Project No. 15039, dated October 17, 2016, and
last revised May 8, 2017, and recorded in the Aiken County Register of Deeds Office on May 11, 2017, in
Plat Book 59, pages 949-50.
TOGETHER WITH an undivided interest in the common elements and limited common elements
appertaining to the above-described condominium unit as set forth in said Master Deed for The Clubhouse
at Riverside Village Condominium Horizontal Property Regime.
For information only: This being a portion of the same property conveyed to Biofuel Riverside, LLC by
deed First Community Bank, dated May 26, 2023, and recorded on May 26, 2023, in the Aiken County
Register of Deeds Office in Book 5092, page 948.
For information only: TMP No. 007-18-05-006
Easement Parcel
TOGETHER WITH easements established by that Master Declaration of Covenants, Conditions and
Restrictions by Greenstone Hammond’s Ferry, LLC dated May 16, 2017, and recorded on May 16, 2017,
in the Aiken County Register of Deeds Office in Book 4662, page 865; as amended by that First
Amendment to Master Declaration of Covenants, Conditions and Restrictions by Greenstone Hammond’s
Ferry, LLC dated January 31, 2019, and recorded on February 6, 2019, in the Aiken County Register of
Deeds Office in Book 4761, page 2256.
ATTACHMENT #7 Page 60 of 64
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Exhibit B
Form of Deed
Attached.
ATTACHMENT #7 Page 61 of 64
{01397877-1}
Prepared by and return to:
Hull Barrett, P.C. (kdm)
111 Park Avenue, SW
Aiken, SC 29841
STATE OF SOUTH CAROLINA
COUNTY OF AIKEN
LIMITED WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS, that BIOFUEL RIVERSIDE, LLC, a South
Carolina limited liability company (“Grantor”), for and in consideration of the payment of TEN
AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, paid by CITY OF
NORTH AUGUSTA, a body politic and political subdivision of the State of South Carolina
(“Grantee”), the receipt of which is hereby acknowledged, has granted, bargained, sold and
released and by these presents does grant, bargain, sell and release, subject to current taxes and
assessments not yet due and payable, all easements, rights of way, covenants, conditions,
restrictions, and other matters of record, and any such matters that would be disclosed by a survey
and inspection of the premises (“Permitted Encumbrances”), unto Grantee the real estate
described on Exhibit “A” attached hereto and by reference made a part hereof.
TOGETHER with all and singular the rights, members, hereditaments, and appurtenances
to said real estate belonging or in any wise incident or appertaining and any improvements thereon
(the “Property”).
TO HAVE AND TO HOLD, subject to the Permitted Encumbrances, all and singular the
Property before mentioned unto Grantee in fee simple forever.
Grantor shall warrant and forever defend all and singular the Property unto Grantee against
the lawful claims of all persons claiming by, through, or under Grantor, subject to the Permitted
Encumbrances.
The terms “Grantor” and “Grantee” to include the plural as well as the singular, and heirs,
legal representatives, successors and assigns, or other words of inheritance as shall be required by
the gender of Grantor or Grantee. Any reference to one gender shall include the others, including
the neuter.
[EXECUTION ON FOLLOWING PAGE]
ATTACHMENT #7 Page 62 of 64
{01397877-1}
Grantor has executed this instrument under seal effective May ____, 2026.
Witness
Print Name:
Witness
Print Name:
BIOFUEL RIVERSIDE, LLC, a South Carolina
limited liability company (Seal)
By: ______________________________
Kurt Malzer
As its Authorized Signatory
State of South Carolina
County of Aiken
)
)
)
Acknowledgment
I, ______________________, a notary public for the State and County aforesaid, do
hereby certify that Kurt Malzer, as Authorized Signatory of Biofuel Riverside, LLC, a South
Carolina limited liability company, personally appeared before me this day and acknowledged
the due execution of the foregoing instrument.
Witness my hand and official seal this the ___ day of May, 2026.
____________________________
Notary Public (Notarial Seal)
My Commission Expires:
ATTACHMENT #7 Page 63 of 64
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Exhibit A (to Deed)
Legal Description
ALL that certain condominium unit lying and being in the City of North Augusta in Aiken County, South
Carolina and being known as Unit 3 – Office Unit of The Clubhouse at Riverside Village Condominium
Horizontal Property Regime and being more particularly shown and described by reference to the Master
Deed for The Clubhouse at Riverside Village Condominium Horizontal Property Regime dated December
15, 2017, and recorded in the Aiken County RMC Office on December 15, 2017, in Book 4697, Pages 788-
855, and said Master Deed is incorporated herein by reference. Said unit is located on a portion of that
parcel of land lying and being in the City of North Augusta in Aiken County, South Carolina, containing
approximately 0.80 acre and designated as Tract A1 on that certain Final Subdivision Plat of Ballpark
Village at Hammond’s Ferry prepared for Greenstone Hammond’s Ferry, LLC by John M. Bailey, SC PLS
No. 7399, of John M. Bailey & Associates, P.C., bearing Project No. 15039, dated October 17, 2016, and
last revised May 8, 2017, and recorded in the Aiken County Register of Deeds Office on May 11, 2017, in
Plat Book 59, pages 949-50.
TOGETHER WITH an undivided interest in the common elements and limited common elements
appertaining to the above-described condominium unit as set forth in said Master Deed for The Clubhouse
at Riverside Village Condominium Horizontal Property Regime.
For information only: This being a portion of the same property conveyed to Biofuel Riverside, LLC by
deed First Community Bank, dated May 26, 2023, and recorded on May 26, 2023, in the Aiken County
Register of Deeds Office in Book 5092, page 948.
For information only: TMP No. 007-18-05-006
Easement Parcel
TOGETHER WITH easements established by that Master Declaration of Covenants, Conditions and
Restrictions by Greenstone Hammond’s Ferry, LLC dated May 16, 2017, and recorded on May 16, 2017,
in the Aiken County Register of Deeds Office in Book 4662, page 865; as amended by that First
Amendment to Master Declaration of Covenants, Conditions and Restrictions by Greenstone Hammond’s
Ferry, LLC dated January 31, 2019, and recorded on February 6, 2019, in the Aiken County Register of
Deeds Office in Book 4761, page 2256.
ATTACHMENT #7 Page 64 of 64
RESOLUTION NO. 2026-29
AUTHORIZING A CONSTRUCTION CONTRACT FOR THE
2026 STREET RESURFACING PROJECT
WHEREAS, Resolution No. 2026-17 reprioritized the project and funding list for Capital Project
Sales Tax IV (CPST IV); and
WHEREAS, per Resolution No. 2026-17, the Street Resurfacing Program was revised to priority
position 7 with funding allocation of $1,315,000.00; and
WHEREAS, The Aiken County Transportation Committee (CTC) has also allocated FY25-26 C-
funds to the City of North Augusta, in the amount of $395,502.50, for resurfacing State roads; and
WHEREAS, on April 1, 2026, the Engineering & Public Works Department published an
Invitation to Bid for “2026 Street Resurfacing” on the City of North Augusta’s bids and requests for
proposals website page and in SCBO; and
WHEREAS, On April 23, 2026, sealed bids were received, publicly opened, and read aloud for
the project; and
WHEREAS, the total low bid by Satterfield Construction Company Inc. of Beech Island, SC is
in the amount of $1,069,955.59; and
WHEREAS, staff has identified reductions in scope to bring the Part 1 C-Fund Resurfacing bid
within the CTC’s allocation.
NOW THEREFORE, BE IT RESOLVED by the Mayor and City Council of the City of North
Augusta, South Carolina, in meeting duly assembled and by the authority thereof that, Satterfield
Construction Company Inc. shall be awarded a contract for the 2026 Street Resurfacing.
BE IT FURTHER RESOLVED that funding for this Work Authorization shall be as follows:
Street Improvement Fund Not to Exceed $395,502.50
Sales Tax IV Fund Not to Exceed $550,000.00
BE IT FURTHER RESOLVED THAT THE City Administrator is authorized to execute any
documents required for the entering into of this contract.
DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY
OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS ______ DAY OF MAY, 2026.
Briton S. Williams, Mayor
ATTEST:
Jamie Barton, City Clerk
ATTACHMENT #8 Page 1 of 1
City of North Augusta
Bid Tabulation Sheet
Project:2026 Street Resurfacing Date/Time:April 26, 2026 @ 11:00 a.m.
Department:Engineering & Public Works Project #:2026-ENG-04
Bidder
Steed had a math error in line 4 of their Part 2 bid. The listed item total was $39,400.
Unit prices govern in this contract and based on the unit prices the item total should
be $32,915.00. This change is reflected in this bid tabulation.
5% Bid Bond?Part 1 - C-Fund Part 2 - City Roads
✓
✓
$579,035.33 $490,920.26
$685,492.70 $483,817.80
Satterfield Construction
Company
Steed Paving
Low Bid
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2026 C-FUND AND CPST IV STREET RESURFACING
FINAL PROJECT LIST
NAME FROM TO
E Hugh Street Georgia Ave Knox Ave
Euclid Avenue Old Edgefield Rd Womrath Rd
W Main Street Meridian Ave West Ave
Fairway Avenue W Woodlawn Ave Crestview Dr
Terrace Circle Seymour Dr Thurmond St
Nutgrove Avenue Edgefield Rd Caretta St
Amy Circle Raborn Court End
Bolin Court Bolin Road End
Mill Branch Way Old Walnut Branch Mill Stone Lane
Northwood Court Hidden Hills Drive End
Old Walnut Branch Cottonwood Court Mill Stone Lane
Raborn Court Five Notch Road End
Walnut Grove Drive Walnut Lane Old Walnut Branch
ATTACHMENT #8 - ENG & PW INFORMATION Page 2 of 2
RESOLUTION NO. 2026-31
APPOINTMENTS TO THE MURAL DESIGN REVIEW BOARD
WHEREAS, the City of North Augusta adopted Resolution No 2022-08 establishing a
Mural Design Review Board; and
WHEREAS, the Mural Design Review Board shall consist of five (5) members and shall
be nominated by the Mayor and confirmed by Council via resolution and thereafter serve at the
pleasure of Council; and
WHEREAS, the Mayor has nominated Mel Lambert and Matt Porter to replace La’Stacia
Clark and Jeannine Steinkuhl on the Mural Design Review Board.
NOW THEREFORE, BE IT RESOLVED by the Mayor and City Council of the City of
North Augusta, South Carolina, in a meeting duly assembled by the authority thereof, that Mel
Lambert and Matt Porter are hereby appointed to the Mural Design Review Board.
DONE, RATIFIED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE
CITY OF NORTH AUGUSTA, SOUTH CAROLINA, ON THIS ______ DAY OF MAY, 2026.
Briton Williams, Mayor
ATTEST:
Jamie Barton, City Clerk
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