37-91 Purchase 1360 Belle - Parking Garage

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1014/RNS/crb 4/30/91 PURCHASE AND SALE AGREEMENT THIS AGREEMENT made and entered.into by and between the City of Lakewood, Ohio, a municipal corporation organized and existing under the laws of the State of Ohio, with its principal business address located at Lakewood City Hall, 12650 Detroit Avenue, Lakewood, Ohio (hereinafter "Seller"), and APCOA, Inc., a Delaware corporation having an office address at 25550 Chagrin Boulevard, Cleveland, Ohio 44122 (hereinafter "Buyer"); WITNESSETH THAT: WHEREAS, Seller is the owner of the premises known as Lakewood Municipal Parking Garage #2 and located at 1360 Belle Avenue, Lakewood, Ohio, containing approximately 76,850 square feet of land improved with a parking garage of 5 stories, 6 levels containing approximately 1040 parking spaces (the "Premises"), more particularly described on Exhibit "A" attached hereto and made a part hereof; WHEREAS, Buyer desires to purchase the Premises and acquire possession thereof in accordance with the terms and conditions hereinafter set forth; and WHEREAS, Buyer and seller acknowledge that the date of full execution of this Agreement ("the Effective Date") is May 1, 1991. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth the parties hereto mutually agree as follows: 1. Purchase Price. The Premises are to be sold to Buyer for the sum of Two Million Five Hundred Fifty-Nine Thousand One Hundred and No/100 Dollars ($2,559,100.00) (the "Purchase Price"), which Buyer shall pay to Seller on the Date of Closing (hereinafter defined) by official bank cashier's check or by wire transfer of immediately available Federal funds to such bank account as may be designated by Seller. 2. Deposit. Buyer shall deposit with Chicago Title Insurance Company, Cleveland, Ohio or such other title company as the parties shall mutually agree (the "Title Company") the sum of $100,000.00 by official bank cashier's check simultaneously with the execution of this Agreement as a good faith deposit, to be held by the Title Company in an interest bearing account designated by Buyer (hereinafter, said deposit and interest thereon shall be referred to as the "Deposit"), which Deposit shall be disposed of in the manner herein provided. If the transaction provided for herein is consummated, the Deposit shall be applied against the Purchase Price, as herein provided. If Seller shall be unable to deliver title and possession, as hereinafter provided, or if Buyer or Seller shall fail to perform any of its agreements hereunder, the Deposit shall be disposed of in the manner hereinafter provided.