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L::EXHIBITA <br />AGREEMENT OF PURCHASE AND SALE <br />This Agreement of Purchase and Sale ("Agreement") is made effective the day of <br />, 2025, by and between the Board of Education of North Olmsted City School District, <br />Ohio, an Ohio public school district and political subdivision organized pursuant to the laws of the <br />State of Ohio (the "Seller"), and the City of North Olmsted, Ohio, an Ohio chartered municipal <br />corporation and political subdivision organized pursuant to the Constitution and laws of the State of <br />Ohio (the "Purchaser"). <br />WITNESSETH: <br />WHEREAS, the Seller and Purchaser previously entered into a Purchase and Sale <br />Agreement (PSA) in October, 2022 for the former Forest and Spruce Schools; and <br />WHEREAS, that PSA contained a provision entitled Purchaser Priority Right to Acquire <br />Other Seller Properties; and <br />WHEREAS, the Additional Properties referenced in that provision are the Seller's <br />Chestnut, Maple and Pine Intermediate Schools; and <br />WHEREAS, the Parties believe that the Purchaser is in the best position to lead the <br />redevelopment of the Additional Properties to benefit the broader community; and <br />WHEREAS, pursuant to Section 3313.41(C) of the Revised Code, the Seller has determined <br />to sell the Additional Properties to the Purchaser and the Purchaser has determined to buy the <br />Additional Properties from the Seller on the terms and conditions set forth in this Agreement; <br />NOW, THF,REFORF,, the Purchaser and the Seller agree as follows: <br />l . Recitals. The recitals are hereby incorporated by reference as though fully set forth <br />and rewritten in this Agreement, and the affirmative statements made in the recitals are hereby <br />ratified and confirmed. <br />2. Properties. Seller is the owner of certain real property (collectively known herein, <br />together with all buildings, structures, fixtures and improvements, as the "Properties") and further <br />known as: <br />A. Chestnut Intermediate School located at 30395 Lorain Road, North Olmsted, Ohio <br />44070, and identified in the records of the Fiscal Officer of the County of Cuyahoga, <br />Ohio, as Parcel Identification Nos. 234-15-004, 234-15-017, 234-15-088 and 234- <br />16-004. <br />B. Maple Intermediate School located at 24101 Maple Ridge Road, North Olmsted, Ohio <br />44070, and identified in the records of the Fiscal Officer of the County of Cuyahoga, <br />Ohio, as Parcel Identification Nos. 231-21005, 231-21-022, 232-21-063 and 231- <br />23-030. <br />