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EXHIBIT A <br />PASS-THROUGH SALE -PURCHASE AND DEVELOPMENT AGREEMENT <br />This Pass -Through Sale -Purchase and Development Agreement (this 'Agreement") is entered into <br />on this —day of 2023, by and between CITY OF NORTH OLMSTED ("Buyer') <br />and the CUYAHOGA COUNTY LAND REUTILIZATION CORPORATION (the "CCLRC') under the following <br />circumstances: <br />A. Buyer is a municipality duly organized and existing under Ohio Law <br />B. The CCLRC is an Ohio nonprofit community improvement corporation, exempt from federal <br />income taxation under Section 115(1) of the Internal Revenue Code, organized for the purposes <br />of, among others, (i) facilitating the reclamation, rehabilitation, and reutilization of vacant, <br />abandoned, tax -foreclosed, or other real property within Cuyahoga County, Ohio (the "County'l <br />for whose benefit the corporation is organized; and (ii) efficiently hold and manage vacant, <br />abandoned, or tax -foreclosed real property pending its reclamation, rehabilitation, and <br />reutilization. <br />C. Certain real property bearing the street address of 0000 Brookpark Rear, North Olmsted, Ohio <br />44070 and being identified as Permanent Parcel Number 237-19-027 in the real estate records <br />of the County (hereinafter, the "Real Property") is tax delinquent and may be eligible to be <br />transferred to the CCLRC in lieu of tax foreclosure, as a result of tax foreclosure or forfeiture, or <br />may otherwise become available for acquisition by the CCLRC. <br />D. Buyer has indicated its willingness to acquire the Real Property from CCLRC for the purpose of <br />redevelopment if the CCLRC is willing and able to acquire the Real Property. <br />E. In accordance with its statutory purposes of facilitating the reclamation, rehabilitation, and <br />reutilization of real property within the County, the CCLRC is willing to acquire the Real Property <br />and transfer it to Buyer on the terms, provisions and conditions set forth below. <br />NOW THEREFORE, Buyer and the CCLRC in consideration of the mutual promises made herein and <br />in Addendum 1, and for other good and valuable consideration, the receipt of which is hereby <br />acknowledged, hereby agree and promise as follows: <br />Buyer's Obligations. Buyer agrees as follows: <br />a. that Buyer shall accept title to the Real Property at closing and that closing shall occur within <br />thirty (30) days from the CCLRC Acquisition Date. The "CCLRC Acquisition Date" shall mean the <br />date the deed vesting title to the Real Property in the name of the CCLRC is recorded in the real <br />estate records of the County and the "CCLRC Holding Period" shall mean the time period <br />between the CCLRC Acquisition Date and closing. The CCLRC Holding Period may be extended <br />by the CCLRC in its sole discretion after a written request for such extension by the Buyer; <br />b. to pay the CCLRC at closing the purchase price of One Hundred Dollars ($100.00) ("Purchase <br />Price"); <br />c. to pay one hundred percent (1(30%) of all closing and title insurance costs, if any; <br />RRNS 21)5.39 <br />