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EXHIBIT <br />9 <br />• PURCHASE AND SALE AGREEMENT <br />THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of <br />the day of , 2023 (the "Effective Date"), by and between the City of North <br />Olmsted, Ohio, an Ohio Municipal Corporation in its capacity as participant in and the <br />administrator of the North Olmsted Land Reutilization Program ("Seller"), and GDIII Ventures, <br />LLC., an Ohio Limited Liability Corporation ("Purchaser"). <br />RECITALS <br />WHEREAS, pursuant to the terms of this Agreement, Seller will sell and convey to <br />Purchaser and Purchaser will purchase and pay for the Property (as defined herein). <br />NOW, THEREFORE, for valuable consideration, including the purchase price and the <br />mutual covenants of Purchaser and Seller set forth herein, the parties agree as follows: <br />1. DESCRIPTION OF PROPERTY <br />1.1 Property. Seller shall sell and convey, and Purchaser shall purchase and pay for, <br />upon the terms and subject to the conditions hereinafter set forth, land known as PPN 237-19- <br />027 containing approximately .135 acres, or 5,900 square feet, and more fully described in <br />• Exhibit A, attached hereto and incorporated herein by reference (collectively, the "Property"). <br />2. PURCHASE PRICE <br />2.1 Purchase Price. Purchaser shall pay to Seller on Closing (as hereinafter defined) <br />a purchase price (the "Purchase Price") for the Property which shall be the sum of <br />($____) for the Property; which Purchase Price shall be <br />payable as follows: <br />(a) An amount equal to Five Thousand Dollars ($5,000.00) (the "Earnest Money") <br />shall be deposited in an escrow account (the "Escrow Account") with Nova Title <br />("Escrow Agent" or "Title Company") by wire transfer within five (5) days <br />following the Effective Date. <br />(b) The balance of the Purchase Price, subject to the proration and adjustments <br />described in this Agreement, shall be deposited into the Escrow Account by wire <br />transfer of Federal funds or official bank or cashier's check drawn on an <br />institutional commercial bank or savings and loan association payable to the order <br />of Escrow Agent at least one business day preceding the Closing Date (as <br />hereinafter defined). <br />(c) Purchaser's failure to timely deposit the Earnest Money or make any other <br />• payments required by the terms of this Agreement shall constitute an immediate <br />