2023-34 - Authorize agreement to end lease with Iceland USA

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EXHIBIT A TRANSFER AGREEMENT This Transfer Agreement ("Agreement") is entered into on this day of June, 20235 by and between the City of Lakewood, Ohio, a municipal corporation with its principal place of business located at 12650 Detroit Ave, Lakewood, OH 44107 ("Buyer"), and Iceland USA, Ltd., an Ohio limited liability company with its principal place of business located at 14740 Lakewood Heights Boulevard, Lakewood, Ohio 44107 ("Seller"). Recitals WHEREFORE, Seller desires to sell, transfer, and assign certain assets, leases, or other contractual rights to Buyer, and Buyer desires to purchase, acquire, and assume such assets, leases, or other contractual rights on the terms and conditions set forth in this Agreement; and WHEREFORE, Seller represents and warrants to Buyer that it has good and marketable title to the assets to be sold and transferred to Buyer pursuant to this Agreement; and WHEREFORE, Seller represents and warrants to Buyer that Seller has obtained all written consents from sellers, financing entities, and lenders required for the legal assignment of all leases or contractual rights under this Agreement; and WHEREFORE, Buyer has relied upon the representations and warranties of Seller to enter into this Agreement. Therefore, in consideration of the foregoing recitals and the mutual covenants contained in this Agreement, the parties hereby agree as follows: 1. Transfer of Assets and Contractual Rights. Seller agrees to sell, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase, acquire, and assume from Seller, the assets and contractual rights described on Exhibit A attached hereto and incorporated by reference (the "Transferred Assets and Rights"). 2. Acquisition Price. The acquisition price for the Transferred Assets and Rights shall be the total amount of $123,000, plus the assumption of the specific leases and contractual rights described in Exhibit A (the "Acquisition Price"). 3. Closing. The closing of the acquisition of the Transferred Assets and Rights (the "Closing") shall take place on June 30, 2023. At or prior to the Closing, the parties shall execute and deliver such documents and instruments as may be reasonably necessary to effectuate the transactions described in this Agreement. The Closing need not be in person and may occur by delivery of signed documents, required instruments, and payment. 4. Rent Setoff against Acquisition Price. The rent due from Seller to Buyer for the current lease year of September 1, 2022 to August 31, 2023 under a separate lease agreement shall be the amount of $66,750. Buyer shall set off this amount due from Seller against the Acquisition Price, which will result in Buyer's obligation to pay to Seller the amount of $56,250 at the Closing.