STATE OF ALABAMA). ) COUNTY OF MADISON) AGREEMENT FOR THE SALE AND PURCHASE OF REAL PROPERTY THIS AGREEMENT FOR THE SALE AND PURCHASE OF REAL PROPERTY (the “Agreement’) is made and entered into as of the Effective Date set out on page 6 hereof, by and between CLEMENTS BAPTIST CHURCH, INC., an Alabama nonprofit corporation, (“Seller”) and HUNTSVILLE CITY BOARD OF EDUCATION, a political subdivision of the State of Alabama Purchaser”). WITNESSETH FOR AND IN CONSIDERATION of the sum of Twenty-Five Thousand and No/100 Dollars (625,000.00) cash (the “Earnest Money”), and other good and valuable consideration, the receipt and sufficiency of all of which is hereby expressly acknowledged by Seller and Purchaser, and intending to be legally bound hereby, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, upon the mutual agreements, Conditions, covenants, provisions and terme eet forth herein, the following-described tract or parcel of real property, together with all improvements presently situated thereon and forming a part thereof, situated and lying and being in the County of Madison, State of Alabama, to-wit: Lot 8A, LAM Subdivision, a Resubdivision of Lot 3 of Mountain View Baptist Church and other lands a part of Section 31, Township 3 South, Range 1 East, Hunteville, Alabama, as recorded in Plat Book 40 Page 17, Probate Office of Madison County, Alabama (the “Property’). ‘THIS Agreement is made upon the following agreements, Conditions, covenants, provision: representations and terms: 1. Purchase Price. The purchase price for the Property (the “Purchase Price”) ie Two Million Seven Hundred Fifty Thousand and NO/100 Dollars ($2,750,000.00) lees (a) the Earnest Money, (b) amounts necessary to pay in full any and all liens and encumbrances against the Property, and (¢) any deductions, prorations and/or reductions to which Purchaser is entitled as provided in this Agreement, payable to Seller by Purchaser at Closing. 2. Inspection Period/Property Evaluations. During the sixty (60) day period immediately following the Effective Date hereof (the “Inspection Period”), Purchaser shall have the privilege of going upon the Property with its agents or engineers as needed to inspect, examine, survey and otherwise do whatever Purchaser deems necessary in the engineering and planning for development of the Property. Said privilege shall include the right, at Purchaser's sole expense, to conduct borings, environmental site assessments, geotechnical investigations, percolation teste, soil teste and other reasonable tests ‘to obtain other information to determine surface, subsurface and topographic conditions (collectively the “Property Evaluations”), provided said Property Evaluations do not affect the marketability and/or safety of the Property. Upon completion of such Property Evaluations, Purchaser, at ita cost and expenst restore the Property to its preexisting condition and state. Purchaser shall indemnify and hold Seller harmless from and against any claims, liens, damages or losses incurred by Seller as a result of the Property Evaluations and persons or firms entering the Property on Purchaser's behalf in regard to the Property Evaluations. If any of the Property Evaluations indicate conditions to be unsatisfactory to Purchaser for such proposed improvements, or for Purchaser's contemplated use, then no later than ten (10) days immediately following the end of the Inspection Period Purchaser may cancel this Agreement, whereupon Seller and Purchaser shall have no further claim or right against, or liability to, each other for and on account of this Agreement and/or the Property and this Agreement and the Earnest Money shall be promptly refunded by Seller to Purchaser. Not later than five (6) business days following the Effective Date, Seller shall provide to Purchaser for its review, all information and documentation regarding the Property which is in the possession or control of Seller, its affiliates and/or property manager and copies of the executed governing documents of Seller evidencing Seller's ability to enter into this Agreement (the “Due Diligence Materials), which Seller shall represents constitute all of the information and documentation relating to the Property that is in Seller's possession or control. 3. Title to Property. Purchaser, at its cost and expense, may have the title to the Property examined within the first thirty (80) days of the Inspection Period set forth in Paragraph 2. above, and if there are defects in title (the “Title Defects") to the Property (other than the Permitted Title Exception set forth in Paragraph 7. hereof) which can be cured as herein provided, Purchaser shall Page 1 of 7notify Seller of the same in writing no later than ten (10) days immediately following the end of said first thirty (80) days of the Inspection Period eet forth in Paragraph 2. above. If the curative work to resolve such Title Defects will require more than the time provided for closing of the transaction evidenced hereby, the Closing Date shall be extended for a reasonable period of time in which to cure such Title Defects, but in no event longer than ninety (90) days after the original Closing Date. If such Title Defects are of such a nature they (a) cannot be cured, or (b) cannot be cured within a reasonable period of time, but in no event longer than ninety (90) days after the original Closing Date, then Purchaser may either (a) cancel this Agreement, whereupon Seller and Purchaser shall have no further claim or right against, or liability to, each other for and on account of this Agreement and/or the Property, Seller shall promptly refund the Earnest Money to Purchaser, and this Agreement shall be terminated, or (b) elect to purchase the Property and pay the Purchase Price as set forth in Paragraph 1. hereof in which event Purchaser shall be deemed to have waived such of said Title Defects which have not been then cured and Seller shall have no duty, liability, obligation and/or responsibility for the same, and such waived Title Defects shall become Permitted Title Exceptions in the Warranty Deed. 4. Title Insurance. Purchaser, at its cost and expense, shall order and procure any and all commitments for policies of title insurance pertaining to the Property which are required for Purchaser to obtain a policy of owners title insurance for the amount of the Purchase Price. Seller shall not be responsible for the cost, expense and/or procurement of any commitments for such title insurance but shall pay the premium for the owners policy of title insurance for the amount of the Purchase Price, ‘The title insurance shall be obtained from a title insurance agent selected by Purchaser. 5. Conditions Precedent. Seller and Purchaser expressly agree, intend and understand that anything in this Agreement to the contrary notwithstanding, Purchaser's obligations under this Agreement, including, but not limited to, Purchaser's obligation to purchase the Property and to close the transaction evidenced hereby, are all expressly conditioned upon and subject to eatiafaction of each and every one of the following conditions precedent by Purchaser within the epecified time periods at ‘Purchaser's cost and expense: a. Purchaser obtaining and approving the Property Evaluations of the Property within the Inspection Period as contemplated by Paragraph 2. hereof; b. Purchaser obtaining and approving the title insurance commitment within the Inspection Period as contemplated by Paragraphs 3. and 4. hereof; and c. Purchaser obtaining approval of this Agreement by ite Board Members on or before the Closing Date; (the foregoing and immediately preceding subparagraphs a. through c., inclusive, are herein referred to, separately and severally, and collectively, as the "Conditions",) In the event that, after the exercise of reasonable effort, each and every one of the foregoing Conditions are not met to the satisfaction of Purchaser within the specified time periods, then Purchaser, at Purchaser’s option (}) may extend the Closing Date, for a reasonable period of time in which to meet such Conditions, but in no event longer than sixty (60) days after the original Closing Date, or (ii) may terminate this Agreement, in which event Seller and Purchaeer shall have no further claim or right against, or liability to, each other for and on account of this Agreement and/or the Property, and Seller shall promptly refund the Earnest Money to Purchaser, or (ii) may elect to acquire the Property and pay the full Purchase Price in which event Purchaser shall be deemed to have waived such of the Conditions as have not been then satisfied, and euch unsatisfied Conditions shall be listed as additional Permitted Title Exceptions in the Warranty Deed, and Seller shall have no further liability, obligation or responsibility for and on account of the came. 6. Closing Date. Unless extended as provided for in Paragraphs 3. and/or 6. hereof, the transaction evidenced hereby shall be closed and fully consummated on any business day mutually agreeable to Seller and Purchaser within thirty (30) days after expiration of the Inspection Period, ae the same may be extended in Paragraph 2 (the "Closing Date"). Said Closing shall be held at the offices of Lanier Ford Shaver & Payne P.C. in Huntsville, Alabama, at a time mutually agreed upon by Seller and Purchaser. 7. Closing Documents. At the closing of the transaction evidenced hereby on the Closing Date, Seller and Purchaser shall execute and deliver to each other the following documents (the “Closing Documents”): 8, Seller shall execute and deliver to Purchaser the following documents: i A general warranty deed in the usual form in accordance with customary Practice in Madison County, Alabama and Alabama law prepared by Purchaser's Page 2of 7‘counsel (the "Warranty Deed") warranting that Seller have foe simple title in and to the Property and that the Property is free and clear of all liens and encumbrances except for, and subject to, the following Permitted Title Exception: ‘A. The liens for ad valorem taxes for () the ad valorem tax year of the Closing, Gi) subsequent ad valorem tax years, (provided that any “rollback” or “recapture” ad valorem taxes for all ad valorem tax years, if any, shall be the responsibility of Seller) all of which ad valorem taxes, excepting rollback or recapture taxes, Purchaser assumes and agrees to pay as the same become due; (The foregoing and immediately preceding subparagraph A. is the "Permitted Title Exception’); ii, A standard title insurance company owner's affidavit; iii _An affidavit establishing that Seller is not a “foreign person”, as that term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and otherwise in form and content sufficient to climinate Purchaser's withholding obligations under said Section 1446 with respect to the sale and purchase of the Property; iv. Current organizational documents for Clements Baptist Church, Inc., an Alabama nonprofit corporation, any bylaws or governing documents for such nonprofit religious corporation, and resolutions from all necessary parties pursuant to any denominational governance instrument, or pursuant to the laws of the State of Alabama, or underwriting standards of the title insurance company underwriting the owners title insurance policy to be issued pursuant to this Agreement, authorizing this, transaction, the execution of documents attendant upon this transaction, and confirming that the documents have not been altered or amended and remain in full force and effect; and b. Seller and Purchaser shall also execute and deliver to each other any and all other documents deemed reasonably necessary by Seller or by Purchaser to consummate the transaction evidenced hereby in accordance with this Agreement including, but not limited to, closing statements, Internal Revenue Service Reporting forms, and affidavite, certificates and documents required for compliance with 2008 Alabama Acts 504. Each of the Closing Documents shall be prepared at Purchaser's cost and expense by Purchaser's counsel, except for the General Warranty Deed which shall be prepared by Purchaser's counsel but paid for by Seller. Seller shall be responsible for any curative title work. All Closing Documents shall be in form and substance acceptable to Seller, Purchaser and their respective counsel. 8 Closing Costs. Closing Coste shall be paid by Purchaser. Except as provided below, the term "Closing Costs" shall include, but is not limited to, Purchaser's attorney's fees, percolation testa feee, Property Evaluation costs and expenses, appraisal fees, document recording fees and mortgage recordation taxes payable to the Probate Judge of Madison County, Alabama, and other governmental authorities for recording of documents, the cost of preparation of all documents to be used in the transaction evidenced hereby, all charges associated with the financing of Purchaser's acquisition of the Property, and generally all costs and expenses aseociated with or resulting from Purchaser's acquisition of the Property. Provided, however, the term "Closing Costs" shall not include (a) Seller’ attorney's fees (b) the premium for the owner's title insurance premium, (c) the cost of preparation of the General Warranty Deed and any resolutions required by Paragraph 7 (d) the deed recordation tax (© one-half of any escrow or closing fee, costs of deed recordation and other fees and costs customary in transactions of this size and type in Madison County, Alabama, (f) costs to release any outetanding mortgages or liens on the Property or (g) any broker's fee or real estate commissions due ae a result of this transaction, all of which shall be paid by Seller at Seller's sole cost and expense. 9. Ad Valorem Taxes. Seller shall pay all ad valorem taxes in regard to the Property for the ad valorem tax year prior to Closing. Ad valorem taxes in regard to the Property for the ad valorem tax year of Closing (as shown by the latest available tax assessments) shall be prorated between Seller and Purchaser as of the Closing Date on the basis of a 365 day year, but shall be paid by Purchaser. Purchaser shall pay ad valorem taxes in regard to the Property for the ad valorem tax year subsequent to Closing, provided Seller shall remain obligated to pay any “recapture” or “rollback” taxes for all ad valorem tax years, if any. 10. Representations and Warranties. a. Seller represent and warrant unto Purchaser that: Page 3 of 7i. __ Except for the Permitted Title Exceptions, there are no liens and encumbrances against and/or on the Property; ii, _ Seller have not received any notice nor does Seller have any knowledge of any violations of any law, subdivision regulation, zoning ordinance, building code or regulation affecting the Property, nor does Seller have any knowledge of any actual, pending and/or threatened condemnation proceedings involving the Property; iii, ‘There is vehicular and pedestrian access to the Property; iv. __ Except for this Agreement and the Permitted Title Exceptions, the Property will be delivered to Purchaser at closing free and clear of any and all (A) oral and/or written agreements, contracts, covenants, leases, licenses, permits, restriction restrictive covenants or other document and (B) rights of any party and/or tenant in and/or to possession of all or any part of, or interest in and to, the Property; and v. During the time Seller has owned the Property (A) no Hazardous Materials (as hereinafter defined) or underground storage tanke have been or were contained in, treated, stored, handled or located on, discharged or released from, or disposed of on, or constitute a part of, the Property and (B) there have been no violations of any Environmental Laws (hereinafter defined) applicable to the Property. ‘As used herein, the term “Hazardous Materials’ includes without limitation, any asbestos, urea formaldehyde foam insulation, flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic eubstances, or related or unrelated substances or materials defined, regulated, controlled, limited or prohibited in the Comprehensive Environmental Response Compensation and Liability ‘Act of 1980 (CERCLA), as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous ‘Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. Sectione 6901, et seq.), the Clean Water Act, as amended (83 U.S.C. Sections 1261, et aeq.), the Clean Air Act, as amended (42 U.S.C. Section 7401, et seg.) the Toxic Substances Control Act, as amended (15 U.S.C. Section 2601, et seq.), and in the rules and regulations adopted and publications promulgated pursuant thereto, and in the rules and regulations of the Occupational Safety and Health Administration (OSHA) pertaining to occupational exposure to asbestos, as amended, or in any other federal, state or local environmental statute, regulation or other law now in effect (herein separately and collectively the “Environmental Laws”); vi, As of the date of execution of thie Agreement is, and as of the Closing Date, Clements Baptist Church, Inc., an Alabama nonprofit corporation, will be: aa. Duly organized as a nonprofit corporation under the laws of the State of Alabama; bb. In good standing under the laws of the State of Alabama; cc. Legally and duly authorized to enter into this Agreement; and Legally and duly authorized to execute and deliver all documents necessary for the consummation of the transaction evidenced hereby; and vii, That each and every one of the persons, officers, and or representatives of Purchaser signing this Agreement and executing, acknowledging and delivering all documents at the Closing are and will be duly authorized and empowered to do so, and are and will be the only persons, officers, and or representatives of Purchaser who are or will be required to sign this Agreement and said documents at the Closing. 11. Possession of Property. Seller shall deliver to Purchaser full and exclusive possession of the Property at Closing. 12. Real Estate Commissions: In the events (a) thie transaction is fully consummated, (b) the Purchase Price is received by Seller, and (c) the Warranty Deed is delivered by Seller to Purchaser, Seller shall pay a commission of Three percent (3 %) of the Purchase Price to Crye-Leike which is the Listing Broker in this transaction as and for the commission, and Three percent (3%) of the Purchase Price to Graham & Company (hereinafter “Commission”). Except for the Commission, () neither Seller nor Purchaser shall have any duty, liability, obligation, or reaponsibility to any person, firm, or entity for payment of any broker's fee, commission, finder's fee, sales commission or other compensation, regarding the Property and/or this transaction, and (ji) Seller and Purchaser shall indemnify and hold harmless the other from and against any duty, liability, obligation, or responsibility for the ame. At Closing, Seller, Purchaser, Listing Broker, and Selling Broker, shall execute certificates evidencing and confirming the foregoing. Seller ehalll be eolely responsible for the Page 40f7payment of the Commission, and Seller and Purchaser shall be jointly responsible for obtaining execution of written waivers of lien for said Commission from Crye-Leike and Graham & Company. 13. NonResident Tax Withholding Act: Seller and Purchaser acknowledge and understand that the Alabama NonResident Tax Withholding Act, 2008 Alabama Acts 604 (the “Act”) requires in the case of any sale or transfer of real property and related tangible personal property located in Alabama by a nonresident of Alabama that the buyer or transferee withhold and remit to the Alabama Department of Revenue a withholding tax equal to stated percentages of the purchase price or consideration paid, but not in excess of the net proceeds. The Act further provides that any buyer or transferee who fails to withhold such amount shall be personally liable for the amount of the tax. To comply with the Act, Seller and Purchaser acknowledge and agree, and instruct the attorneys closing the transaction evidenced hereby (“Closing Attorneys"), as follows: a. __ Seller and Purchaser, within such time frames as required by Closing Attorneys, shall provide such information, and execute such certificates and documents, as Closing Attorneys deem necessary and reasonable to comply with the Act concerning this transaction; b. Based upon such information, certificates and documents provided and executed by Seller and Purchaser, Closing Attorneys may, if necessary, withhold, and remit to the Alabama Department of Revenue, such portion or all of Seller’ net proceeds of the Purchase Price which is due to be paid to the Alabama Department of Revenue pursuant to the Act, if any; and c. Seller and Purchaser, at their sole cost and expense, shall jointly and severally forever defend, protect, indemnify and hold harmless Closing Attorneys from and against any and all damage, injury, loss, liability, cost, and/or expense which Closing Attorneys may ever be exposed to and/or actually incur as a result of the Act and compliance therewith concerning this transaction, including, but not limited to, all attomeys’ fees and litigation expenses. This indemnity shall survive the closing of this transaction, as well as the execution and delivery of the Warranty Deed for the Property. 14, Notices. AU notices (a) shall be in writing, (b) shall be deemed served on the date on which they are actually received, and (c) shall be served by (@) personal delivery, or (ji) United States First Class Certified or Registered Mail, Return Receipt Requested, properly addressed with postage prepaid or (iii) a nationally recognized overnight courier/delivery service (i.e. Federal Express, United Parcel Service, ete.) or (iv) electronic telephonic transmission (E-mail") or telephonic facsimile transmission Fax’) in conjunction with one of the other methods of delivery set forth in ‘subparagraphs (i), (i) or (iii), each addressed as follows: ToSeller: Clements Baptist Church, Inc. 8690 Highway 72 W Athens, AL 35611 Attention: Tim Anderson, Pastor E-mail: pastor@clementabaptist.org To Purchaser: Huntsville City Board of Education Christopher M. Pape 200 White Street Y. Albert Moore Huntsville, AL 35801 Lanier Ford Shaver & Payne P.C. Attention: Christie Finley, Superintendent 2101 Clinton Ave W Dustin Daehn, CSFO Suite 102 (P.O. Box 2087) Phone: (256) 428-6800 Huntsville, Alabama 35805 (35804) Phone: (256) 535-1100 E-mail: christie finley@hsv-k12.0rg Fax: (256) 533-9322 dustin daehn hsv-k12.0rg E-mail: cmp@lfep.com E-mail: yam@lfsp.com 15. Defaults/Sole Remedy/Attorneys Fees. Should one party be ready, willing and able to close the sale and purchase of the Property in accordance with this Agreement, and should the other party fail to carry out this Agreement in accordance with all of ite agreements, Conditions, covenants, representations, statements, terms and understandings, the non-defaulting party ehall (a) be entitled to the equitable remedy of specific performance, or (b) accept the Earnest Money as liquidated damages, and in such events, neither Seller nor Purchaser shall have any further claim or liability against the other for and on account of this Agreement and/or the Property and this Agreement shall be terminated. In light of the difficulty in ascertaining monetary damages in the event of a default hereunder, Seller and Purchaser expressly agree and covenant that the foregoing remedies provided for the nondefaulting party shall be the nondefaulting party's sole remedies. In the event of litigation over this Agreement, the Earnest Money and/or the Property, the prevailing party shall be entitled to its actually incurred reasonable attorney's fees and court costs. 16. Time. Time is of the essence of this Agreement. Page 5 of 717. Entire Agreement/Merger. This Agreement, along with all exhibits and attachments or other documents affixed hereto or referred to herein, embodies the entire agreement, intent and understanding of Seller and Purchaser as to the transaction evidenced hereby and merges herein all prior and contemporaneous agreements, Conditions, covenants, discussions, provisions, representations, statements, terms, warranties and understandings heretofore made between Seller and Purchaser as to euch transaction, whether written, oral or both. Any agreements, Conditions, covenants, discussions, provisions, representations, statements, terms, warranties or understandings by and between Seller and Purchaser as to such transaction not contained herein are and ehall be null and void, unenforceable and of no force and effect. 18. Applicable Law/Jurisdiction/Venue. This Agreement is made in, and thus shall be construed, controlled, enforced, governed and interpreted in accordance with its plain meaning in accordance with the internal laws of, the State of Alabama, without regard to principles of conflicts of laws. For any action concerning this Agreement, the Property, the Purchase Price and/or the Earnest Money (a) jurisdiction shall be in the appropriate state or federal courts sitting in Alabama and (b) venue (i) in ‘Alabama state courts shall be in Madison County, Alabama and (ji) in Alabama federal courts shall be in the United States District Court for the Northern District of Alabama, Northeastern Division. 19. Construction. No presumption against the draftemen of this Agreement shall be indulged in the construction and/or interpretation hereof Seller having been given the opportunity to consult with ‘counsel of their choosing. 20. Severability. If, for any reason or no reason, any agreement(e), Condition(e), covenant(e, provisions representation(s), statement(s), term(e), warranty(ies) or understanding(s) of this Agreement (whether material to the bargain of the Seller and the Purchaser or not) should be declared illegal, null and void, unconstitutional and/or unenforceable, in whole or in part, by any court of competent jurisdiction, the remainder of this Agreement shall not be impaired and shall remain in full force and effect according to its remaining agreements, Conditions, covenants, provisions, representations, statements, terms, warranties and understandings. 21. Survival. Any agreements, Conditions, covenants, provisions, representations, statements, terms, warranties or understandings contained in and made pursuant to this Agreement not performed at the time of the execution and delivery of this Agreement from Seller to Purchaser shall survive (a) the execution and delivery of this Agreement, (b) execution and delivery of Warranty Deed, and (c) the consummation of the transaction evidenced hereby. 22, Binding Effect. Seller, Purchaser and their respective heirs, personal representatives, successors and ascigns, shall be fully bound by thie Agreement and each and every agreement, covenant, Condition, provision and term hereof. Each and every agreement, covenant, Condition, provision and term of this Agreement inures, and shall inure, to the benefit of Seller, Purchaser and their reepective heirs, personal representatives, successors and assigns. 23, Amendment, ete. Neither thie Agreement nor any agreement, Condition, covenant, provision, representation, statement, term, warranty or understanding hereof, shall be amended, changed or modified in any respect, nor may any estoppel, novation or waiver regarding the same be effectuated, without Seller and Purchaser first executing a writing, in equal dignity to this Agreement, embodying their complete and full agreement and understanding as to such amendment, change, modification, novation or waiver. 24. — Captions. The captions of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the intent or scope of this Agreement. 25. Preliminary Negotiations. The submission of this Agreement form to Seller by Purchaser for examination does not constitute an offer to purchase. Neither Seller nor Purchaser ehall be bound by this Agreement and/or any agreement, Condition, covenant, provision, representation, statement, term, warranty or understanding hereof until this Agreement has been fully executed by Seller and by Purchaser without alteration, amendment or change. 26. Bffective Date. For purposes of the calculation of any time periods set forth in this Agreement, the Effective Date of this Agreement is the date set forth below and shall be counted as the first day of any such time periods. 27. Counterparts: This Agreement is executed in duplicate original counterparts, but all of which together constitute but one agreement. IN WITNESS WHEREOF, Seller and Purchaser have caused these presents to be executed as of the _ day of, _____., 2021, being the Effective Date hereof. Page 6 of 7[SIGNATURE PAGE TO FOLLOW AS PAGE 7] SELLER CLEMENTS BAPTIST CHURCH, INC., an Alabama |\RadAhaver es Witnee Witness - |RaWleaver Beane) Witness Witness Attn. feu ‘Arthur T. Page” Its: Trustee Tania. By: Pome; BALL, Lan James P. McElyea Its: Trustee Witness PURCHASER —— prey CITY oF stad GH EDUGATION, Witness apd 21 Date! _ By: Witness Christie Finley As its Superintendent ‘=\yam\huntsville city schools - boo laments church 2021\psajan62021.doex Page 7 of 7