02-15 Authorize Agreement to Sell Property at 1351 W. Clifton

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EXHIBIT A LAKEWOOD 1113115 REAL PROPERTY PURCHASE AGREEMENT THIS REAL PROPERTY PURCHASE AGREEMENT ( "Agreement "), is made and entered into by and between THE CITY OF LAKEWOOD, a municipal corporation and political subdivision duty organized and validly existing under the Constitution and laws of the state of Ohio, and acting by authority of Resolution No. (the "Resolution "), the seller ( "Seller "); and LIBERTY DEVELOPMENT COMPANY, a corporation duly organized and validly existing under the laws of the state of Ohio, or its nominee(s), the buyer (`Buyer" in any event). RECITALS: 1. Seller owns the real property situated between and bounded at times by West Clifton Boulevard, Northwood Avenue and Detroit Avenue, Lakewood, Cuyahoga County, Ohio, previously known as the McKinley School site, consisting of approximately 2.88 acres more or less and described or depicted within Exhibit "A," which is attached hereto and is made part hereof ( "Land "). 2. Seller desires to convey and transfer to Buyer the Land and any and all fixtures located at and upon the Land together with any and all appurtenances, easements, rights -of -way and interests thereto (the "Appurtenances" and together with the Land the "Property "). 3. Buyer desires to purchase the Property from Seller and has agreed to construct certain buildings, structures and improvements on the Property including, without limitation, approximately 34 to 40 townhomes with drives, garages, common features and areas (collectively, the `Buyer Improvements "), which Buyer Improvements and the materials to be used therefor are more particularly described on the site plan ("Site Plan ") shown in Exhibit "B" attached hereto. The Buyer Improvements and all related demolition, construction and completion work, as necessary, is hereinafter collectively refen-ed to as the "Project." 4. The Board of Education of the Lakewood City School District (the "District ") has been notified of the Seller's intent to enter into this Agreement and the District, by resolution adopted by a majority of the Board of Education of the District and certified to Council on , has reviewed and approved of the Project, including but not limited to the Project's "Improvements" and "Permitted Use" as those terms are defined in that certain limited warranty deed conveying from the District to the Seller recorded on October 31, 2013, as instrument number 201310311209 ( "Prior Deed "). NOW, THEREFORE, in consideration of the terms and conditions contained in this Agreement ( "Terms "), Seller and Buyer agree as follows: 1. Purchase Price and Pa,, nom: Seller will sell the Property to Buyer and Buyer will purchase the Property from Seller for a purchase price equal to $500,000.00 ( "Purchase Price "). Buyer shall pay the Purchase Price to Seller, subject to any and all adjustments thereto as specified herein, as follows: (a) Buyer will deposit earnest money in the amount of $25,000.00 with North Star Title Agency ("Title Company" or "Escrow Agent "), upon the mutual execution and delivery of this Agreement by Seller and Buyer ( "Deposit "). The Deposit and any Additional Deposit as defined herein shall be: (i) applied to the Purchase Price at closing ( "Closing "); and (ii) refundable to Buyer upon any termination of this Agreement in strict accordance with the conditions set forth herein, unless such termination results from Buyer's default or breach hereunder (whereupon Seller shall receive the Deposit and any Additional Deposit as and for Seller's remedy as liquidated damages, in addition to any other remedies provided for herein). (b) Buyer will deliver a promissory note to Seller in the principal amount of $250,000, in the form attached DELTAVIEW COMPARE: 2129602 212 0707 ver 45 37742 -0009