8673-13 McKinley School Purchase

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DRAFT PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement ") is made by and between the LAKEWOOD CITY SCHOOL DISTRICT (the "Seller ") and the CITY OF LAKEWOOD OHIO (the "Buyer "). The Effective Date of this Agreement shall be the date this Agreement is signed by Seller, if Seller is the last to sign, or by Buyer, if Buyer is the last to sign. SECTION 1 - THE PROPERTY. Seller agrees to sell and Buyer agrees to purchase the real property situated in the City of Lakewood, the County of Cuyahoga, State of Ohio, and more particularly described in attached Exhibit A, together with all improvements located thereon, including the elementary school building (the "Building "), and all appurtenant easements, rights, and privileges (the "Property "), The Property does not include any furniture, fixtures or other personal property and is commonly known as McKinley Elementary School. SECTION 2 - CONSIDERATION. Buyer agrees that as consideration for the Property, following Closing (hereinafter defined), Buyer shall: a) Deposit the purchase price of One Hundred Dollars ($100.00) (the "Purchase Price ") with the Escrow Agent (as hereinafter defined), which shall be payable to Seller at the Closing (as hereinafter defined). b) Cause the Building to be demolished and remove any and all asbestos therefrom (the "Demolition Work "). The cost of the Demolition Work shall be borne equally between Seller, Buyer and the Cuyahoga County Land Reutilization Corporation (the "Land Bank "). In the event that the Land Bank does not contribute to the cost of the Demolition Work, Seller shall pay for one -third (1/3) of the cost of the Demolition Work and Buyer shall pay for two- thirds (2/3) of the cost of the Demolition Work; and c) Following Buyer's sale of the Property to a third party (the "Subsequent Transfer "), Buyer shall deliver the Net Proceeds (hereinafter defined), if any, of the Subsequent Transfer to Seller. For the purposes of this Agreement, "Net Proceeds" shall mean the sale proceeds from the Subsequent Transfer, less the following amounts: (i) the closing costs paid by Buyer pursuant to Section 5 of this Agreement; (ii) the closing costs paid by Buyer as set forth on the fully executed settlement statement prepared in connection with the Subsequent Transfer; (iii) reimbursement to Seller and Buyer for their respective costs of the Demolition Work, which reimbursement shall be prorated between the parties in the event that the sale proceeds from the Subsequent Transfer (less the amount set forth in subsections (i) and (ii) hereinabove) do not cover the entire cost of the Demolition Work; and (iv) the reasonable, documented, out -of- pocket carrying costs incurred by Buyer in connection with the Property after Closing but prior to the Subsequent Transfer. This Section 2 shall survive Closing, shall be binding upon Buyer, Seller and their successors and assigns. SECTION 3 - ESCROW AND TITLE INSURANCE. 3.1 - Escrow Agent. The parties designate First American Title Insurance Company (the "Title Company ") as the "Escrow Agent" in connection with this transaction. This Agreement shall serve as