9021-18 Authorize purchase of Trinity Lutheran Church

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AGREEMENT OF SALE The Trinity Lutheran Church aka Trinity Lutheran Church fka Lakewood English Evangelical Lutheran Church, an Ohio non -profit corporation, herein called "Seller," agrees to sell to the City of Lakewood, an Ohio municipal corporation and political subdivision, herein called "Buyer," and Buyer agrees to purchase from Seller, the real property, herein called "the Property," at 16300 -16400 Detroit Avenue, Lakewood, Ohio, described fully in the attached Exhibit A, which is hereby incorporated within this Agreement, on the following terms and conditions: ARTICLE 1. PURCHASE PRICE 1.01. Amount. The purchase price for the Property shall be the sum of $625,000.00, payable by Buyer to Seller as follows: (a) Down Payment. The sum of $5,000.00 in down payment on execution of this Agreement, receipt of which is hereby acknowledged by Seller and which Seller agrees to deposit into escrow within three days from the date hereof. (b) Balance. The further sum of $620,000.00, on closing as herein provided. ARTICLE 2. ESCROW AND CLOSING 2.01. Opening of Escrow. An escrow shall be opened, pursuant to this Agreement at Providence Title Agency, 27540 Detroit Rd. #106, Westlake, Ohio 44145 (the "Escrow Agent "), within 15 days from the date hereof, such time being agreed to be of the essence. 2.02. Conditions of Escrow. The close of such escrow and the Buyer's obligation to purchase the Property pursuant to this Agreement are expressly conditioned on: (a) Marketable Title. The conveyance to Buyer or Buyer's nominee of good and marketable title to the Property, as evidenced by an Owner's Fee Policy of Title Insurance issued by First American Title Insurance Company, subject only to liens, encumbrances, restrictions, easements, or conditions as may be approved in writing by Buyer. Upon the execution of this Agreement, Seller shall cause to be ordered from the title company a commitment for an Owner Policy and an ALTA survey, and a copy of each shall be sent to Buyer for Buyer's review. Within ten days of receipt of the commitment and the survey, Buyer shall notify Seller in writing of any liens, encumbrances, restrictions, easements, or conditions shown therein which are objectionable to Buyer. If so notified, the items that are objectionable to Buyer shall be considered "title defects" and shall be removed by Seller on or before the closing date. If the title defects cannot be removed by Seller by the closing date, or any extensions of the closing date as may be agreed to by the Buyer for the correction of these title defects, this Agreement shall be null and void and all funds and documents previously delivered to the parties or deposited into escrow shall be returned to the respective parties who delivered or deposited such funds or documents, and there shall be no further liability between the parties. (7632204:2 1