ORDINANCE NO. 26-20: AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A PURCHASE AGREEMENT FOR LORAIN COUNTY PERMANENT PARCEL NO. 04-00-005-000-119, LOCATED AT 720 MOORE ROAD, AVON LAKE, OHIO, FROM MOORE ROAD, LLC, AND DECLARING AN EMERGENCY.

ORDINANCE NO. 26-20 INTRODUCED BY: Mr. Smith AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A PURCHASE AGREEMENT FOR LORAIN COUNTY PERMANENT PARCEL NO. 04-00-005-000-119, LOCATED AT 720 MOORE ROAD, AVON LAKE, OHIO, FROM MOORE ROAD, LLC, AND DECLARING AN EMERGENCY. WHEREAS, Moore Road, LLC, is the owner of Lorain County Permanent Parcel No. 04-00-005-000-119, located at 720 Moore Road, Avon Lake, Lorain County, Ohio; and WHEREAS, the Board of Municipal Utilities d/b/a Avon Lake Regional Water by and through the City of Avon Lake, as “Buyer,” and Moore Road, LLC, as “Sellers,” desire to enter into a Purchase and Assignment of Lease Agreement. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF AVON LAKE, STATE OF OHIO: Section No. 1: That the Mayor is hereby authorized and directed to execute an agreement for the purchase of Lorain County Permanent Parcel No. 04-00-005-000-119, located at 720 Moore Road, Ohio, for the sum of Two Million Four Hundred Thirty-Four Thousand dollars ($2,434,000), as attached hereto and made a part hereof. Section No. 2: That the Mayor and Finance Director are authorized and directed to execute all instruments and take such actions as may be required to complete such transfer. Section No. 3: That all actions taken by the Mayor and his Administration to effectuate the transaction on behalf of the City are duly ratified and confirmed. Section No. 4: That it is found and determined that all formal actions of Council relating to the passage of this Ordinance were taken in an open meeting, and that all deliberations of Council and its committees resulting in such actions were conducted in meetings open to the public in compliance with all applicable legal requirements, including Section 121.22 of the Ohio Revised Code. Section No. 5: That this Ordinance is hereby declared to be an emergency measure, the emergency being the necessity of fulfilling the terms of the agreement in a timely manner in furtherance of the public health, safety, and welfare. Therefore, this Ordinance shall be in full force and effect immediately upon its passage and approval by the Mayor.

ORDINANCE NO. 26-20 Page | 2 1st reading: 03/09/2026 2nd reading: 3rd reading: PASSED: 03/23/2026 ____________________________ President of Council POSTED: 03/27/2026 Approved: 03/24/2026 ATTEST: _________________________ ____________________________ Clerk of Council Mayor

1 REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (this “Agreement”) is made this ____ day of February 2026 (the “Effective Date”), by and between the MOORE ROAD, LLC, an Ohio limited liability company (“Seller”), and BOARD OF MUNICIPAL UTILITIES d/b/a AVON LAKE REGIONAL WATER by and through THE CITY OF AVON LAKE, an Ohio municipal corporation (“Buyer”). 1. The Real Estate. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, certain Real Estate owned by Seller and located on or about 720 Moore Rd., Avon Lake, Ohio 44012, together with all improvements, fixtures, easements and appurtenant rights and privileges (PPN: 04-00-005-000-119), as further described on Exhibit A attached hereto and incorporated herein by reference (the “Real Estate”). 2. Purchase Price; Title Company. As consideration for the purchase of the Real Estate, Buyer shall pay Two Million Four Hundred Thirty-Four Thousand and 00/100 Dollars ($2,434,000.00) (the “Purchase Price”) to Seller, which Purchase Price shall include an earnest money deposit (the “Deposit”) of Thirty Five Thousand and 00/100 Dollars ($35,000.00). Subject to the terms and conditions set forth in this Agreement, the payment of the balance of the Purchase Price in excess of the Deposit shall occur on the Closing Date (as defined below) and payment of the Deposit shall occur on the Effective Date, the payments of which shall be handled through Erie Commercial Title, 868 Corporate Way, Westlake, Ohio 44145 Attn: Jacqueline Shear, (216) 689- 1050 (the “Title Company”), which shall also act as escrow agent for the transactions described herein. The Deposit shall be refundable to Buyer during the Due Diligence Period (hereinafter defined) and nonrefundable to Buyer thereafter. 3. Closing; Closing Date. Subject to terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall occur no later than ten (10) days after the end of the Due Diligence Period (as defined in Section 4 of this Agreement and as may be extended), or on such earlier or later date as mutually agreed by the Parties in writing (subject to the express extension rights set forth in this Agreement, the “Closing Date”). 4. Due Diligence. (a) Seller Documents. Within five (5) days after the Effective Date, Seller shall deliver to Buyer the following, to the extent in Seller’s possession (collectively, the “Seller Documents”): (i) a copy of any prior title policy for the Real Estate, and (ii) a copy of any existing final and certified survey, appraisal and/or environmental reports or studies for the Real Estate issued to Seller within the ten (10) year period prior to the Effective Date. Seller makes no representation or warranty of any kind or nature, either oral or written, directly or indirectly, express, implied, statutory or otherwise, with respect to the Seller Documents. Seller shall have no obligation or liability whatsoever with respect to, or in any way arising out of, the Seller Documents. 28078865 v11

2 (b) Due Diligence Period. Buyer shall have a period of forty five (45) days after the Effective Date (the “Due Diligence Period”) within which to examine the Real Estate and perform all non-invasive inspections and audits and obtain all reports with respect thereto, including, structural, environmental, title and survey review, and any other due diligence items which Buyer deems necessary or advisable in its sole discretion (collectively, “Inspections”). Upon Seller’s request, Buyer shall deliver a copy of the results of any such Inspections to Seller. Seller shall not in any way be liable for, and Seller does not assume, any risk, liability, or responsibility or duty of care as to Buyer and its employees, agents, representatives or contractors (collectively, the “Buyer Parties”) when on the Real Estate to conduct any Inspections. Buyer acknowledges and agrees that the Buyer Parties enter the Real Estate and conduct the Inspections at their own risk. Notwithstanding anything to the contrary in this Agreement, Buyer and Seller agree that no invasive testing, including but not limited to borings, asbestos samplings, or any Phase II Environmental Site Assessment (collectively, “Invasive Testing”), shall be performed at the Real Estate without the prior written consent of Seller, which consent may be withheld in Seller’s sole and absolute discretion. Closing is expressly contingent upon the results of Buyer’s due diligence being to Buyer’s sole satisfaction, which shall be determined in Buyer’s sole discretion during the Due Diligence Period. If, within the Due Diligence Period, Buyer notifies Seller in writing of Buyer’s election not to proceed with Closing, then Closing shall not take place, this Agreement shall terminate, the Deposit shall be refunded to Buyer and thereafter neither party shall have any further rights or obligations under this Agreement. If, within the Due Diligence Period, Buyer fails to notify Seller in writing of Buyer’s election not to proceed with the Closing, then this contingency shall be deemed automatically satisfied without need for any affirmative action or approval by either Party, the Deposit shall be nonrefundable to Buyer and all Parties will proceed forward toward Closing subject to the terms and conditions of this Agreement. (c) During the Due Diligence Period, Buyer shall use commercially reasonable good faith efforts to obtain approval of this Agreement by both the Avon Lake Board of Municipal Utilities and the Avon Lake City Council (collectively, the “Required Approvals”). Buyer shall deliver a copy of such Required Approvals promptly after Buyer’s receipt thereof. If Buyer does not obtain such Required Approvals, then Buyer shall have the right, upon written notice to Seller delivered on or before the expiration of the Due Diligence Period, to terminate this Agreement, whereupon the Deposit shall be returned to Buyer and thereafter neither party shall have any further rights or obligations under this Agreement. If Buyer fails to timely terminate this Agreement in accordance with the preceding sentence, then Buyer shall have be deemed to have obtained such Required Approvals on or before the expiration of the Due Diligence Period and waived Buyer’s right to terminate this Agreement pursuant to this Section 4(c). (d) From the Effective Date through the Closing Date or earlier termination of this Agreement, Seller shall use commercially reasonable efforts to enter into a written lease agreement with the Farmer (hereinafter defined) (the “Farm Lease”), upon terms not inconsistent with the following: (i) an initial term of one (1) year; (ii) annual rent equal to $5,000.00 per annum; and (iii) two (2) extension options of one (1) year each, exercisable by mutual agreement of the Farmer as the tenant under the Farm Lease and the landlord under the Farm Lease no later than December 31 of the calendar year preceding the

3 expiration of the then-current term of the Farm Lease, with annual rent equal to $5,000.00 per annum for each year of any extension term. If Seller and the Farmer execute the Farm Lease during the Due Diligence Period, then Seller shall provide a copy of such Farm Lease to Buyer promptly after the full execution thereof. Buyer’s waiver or deemed waiver of Buyer’s right to terminate this Agreement under Section 4(b) above shall be deemed Buyer’s acceptance of the Farm Lease in all respects, and at Closing, Buyer shall assume the Farm Lease pursuant to the Assignment of Lease (hereinafter defined). If Seller and the Farmer are unable to agree on or execute the Farm Lease prior to the expiration of the Due Diligence Period, then the same shall not be deemed a default or failure of a condition precedent to Buyer’s obligation to proceed to Closing, and Buyer’s sole and exclusive remedy shall be to terminate this Agreement before the expiration of the Due Diligence Period as set forth in Section 4(b) above. 5. Deed; Title; Survey. (a) Deed. At Closing, Seller shall convey marketable fee simple title to the Real Estate to Buyer by limited warranty deed substantially in the form of Exhibit B attached hereto and made a part hereof (the “Deed”), free and clear of all liens and encumbrances except matters of record not objected to or otherwise deemed accepted by Buyer, survey matters, zoning and building ordinances, and real property taxes and assessments, both general and special, which are a lien on the Real Estate but not yet due and payable (“Taxes”) (collectively, the “Permitted Exceptions”). (b) Title. Promptly following the Effective Date, Seller shall order a commitment for a fee owner’s policy of title insurance from the Title Company (“Title Commitment”) for delivery to Seller and Buyer during the Due Diligence Period. At the Closing, Buyer shall be entitled to receive an ALTA Owner’s Fee Policy of Title Insurance (the “Title Policy”) issued by the Title Company insuring title to the Real Estate vested in Buyer as of the filing of the Deed for record, subject only to the Permitted Exceptions. By no later than five (5) business days before the expiration of the Due Diligence Period, Buyer shall raise written objections to the Title Commitment and/or any survey as to any matter which is unacceptable to Buyer (“Buyer’s Objections”). Seller shall have three (3) business days after Seller’s receipt of Buyer’s Objections (“Seller’s Response Period”) to deliver written notice to Buyer electing to either: (i) remedy Buyer’s Objections; or (ii) not remedy Buyer’s Objections (“Seller’s Notice”), provided that if Seller fails to provide Seller’s Notice within Seller’s Response Period, then Seller shall be deemed to have elected not to remedy Buyer’s Objections. If Seller elects or is deemed to have elected not to remedy Buyer’s Objections, then Buyer may elect, by written notice to the Seller on or before the expiration of the Due Diligence Period, to cancel this Agreement, whereupon the Deposit shall be returned to Buyer and thereafter neither party shall have any further rights or obligations under this Agreement. A failure by Buyer to deliver any such written cancellation notice to Seller on or before the expiration of the Due Diligence Period shall be a conclusive presumption that Buyer has approved the Title Commitment and any survey, including Buyer’s Objections that Seller has not expressly agreed to remedy, and that this Agreement shall remain in full force and effect. If Seller elects to remedy Buyer’s Objections and Seller does not remedy Buyer’s Objections before the Closing, then Buyer may elect, by written notice to the Seller on or before the Closing Date, to cancel this

4 Agreement, whereupon the Deposit shall be returned to Buyer and thereafter neither party shall have any further rights or obligations under this Agreement. (c) Seller and Buyer each hereby acknowledge that, as of the Effective Date, the Real Estate is subject to an oral license agreement with Brad Knoble (the “Farmer”) to use a portion of the Property for agricultural purposes (the “Farm License”). At or prior to Closing, Seller shall terminate the Farm License by written notice to the Farmer, which may be via email (the “Farm License Termination”). (d) With respect to the Tax Litigation (hereinafter defined), Buyer shall reasonably cooperate with Seller, at no out of pocket cost to Buyer, to obtain the settlement or other resolution of the Tax Litigation such that any lien filed in connection therewith shall have been released or will be released at Closing. Such cooperation shall not be deemed a violation of Section 29 of this Agreement. Any such settlement or other resolution shall be subject to Seller’s approval in Seller’s sole and absolute discretion. 6. Closing Deliveries. (a) On or before the Closing Date, Seller shall deposit or cause to be deposited with the Title Company: (i) the Deed; (ii) a “Non-Foreign Seller Affidavit” as required by Section 1445 of the Internal Revenue Code of 1986, as amended; (iii) a title affidavit substantially in the form of Exhibit C attached hereto and made a part hereof; (iv) two (2) counterparts of an Assignment and Assumption of Lease substantially in the form of Exhibit D attached hereto and made a part hereof, assigning the Farm Lease to Buyer (the “Assignment of Lease”), executed by Seller; and (v) such other funds, documents and instruments, in recordable form or otherwise, as may be reasonably required by the Title Company or Buyer as a condition of the closing of the escrow. (b) On or before the Closing Date, Buyer shall deposit with the Title Company: (i) the Purchase Price; (ii) a Form DTE-100EX; (iii) two (2) counterparts of the Assignment of Lease, executed by Buyer; and (iv) such other funds, documents and instruments, in recordable form or otherwise, as may be reasonably required by the Title Company as a condition of the closing of the escrow. 7. Prorations and Expenses. At Closing, Taxes for the year of Closing shall be prorated as of the Closing Date, upon the basis of a calendar year using the amount shown on the last available tax duplicate. Any Taxes for years prior to the year of Closing and interest and penalties associated therewith, including in connection with the Tax Litigation, if any, shall be paid or otherwise resolved by Seller at or before Closing, which may be effectuated using proceeds of the sale of the Property to Buyer. Seller and Buyer shall cooperate to arrange for utilities to the Real Estate, if any, to be transferred to Buyer at Closing. Other normally pro-rated items shall be pro-rated as of the Closing Date. Notwithstanding the foregoing or anything to the contrary in this Agreement, Buyer shall be solely responsible for any and all agricultural recoupments relating or attributable to the Real Estate due to a change in the use thereof, whether or not due or payable on the Closing Date or thereafter and whether attributable to the period before Closing or the period after Closing (collectively, “CAUV Recoupments”), which CAUV Recoupments are estimated to be $98,033.64. Within ten (10) business days after such time as any CAUV Recoupments become

5 known based upon written notice from the applicable governmental authority (the “CAUV Notice”), Buyer shall provide Seller with a copy of such CAUV Notice. Buyer shall pay all such CAUV Recoupments by no later than the earlier of thirty (30) days after the date of the CAUV Notice or when due. Seller shall have no liability of any kind with respect to any CAUV Recoupments, and Buyer agrees to indemnify, defend and hold harmless Seller from any and all liability, cost and expense with respect to the CAUV Recoupments. Any amounts collected by Seller under the Farm Lease for 2026 will be prorated among Seller and Buyer as of the Closing Date. This Section shall survive the Closing. 8. Closing Costs. (a) At Closing, Seller shall pay for: (i) the cost of removing or discharging any defect, lien or encumbrance required for conveyance of the Real Estate that Seller has expressly agreed to remove or discharge under this Agreement, if any; (ii) the transfer tax, if any, for the sale of the Real Estate to Buyer; (iii) one-half (1/2) the costs of the title examination and Title Commitment; (iv) one-half (1/2) the cost of the base premium for the Title Policy, excluding any extended coverage or endorsements thereto; (v) one-half (1/2) the escrow fee; (vi) the fee for the preparation of the Deed, if any; (vii) the commission to Seller’s Broker (hereinafter defined) under the Brokerage Agreement (hereinafter defined); and (viii) to the extent reasonably necessary for the Title Company to insure over any liens associated the Tax Litigation, such sums as the Title Company may reasonably require to insure over any liens associated with the Tax Litigation. (b) At Closing, Buyer shall pay for: (i) one-half (1/2) the cost of the Title Commitment and Title Policy, plus all of the costs for any extended coverage and endorsements thereto; (ii) one-half (1/2) the cost of the Title Policy; (iii) one-half (1/2) the escrow fee; (iv) recordation of the Deed; (v) the costs of any survey and other third party reports Buyer obtains; and (v) all other closing costs. (c) Each party shall be responsible for payment of its own attorneys’ fees. 9. Possession. Seller shall deliver possession of the Real Estate to Buyer on the Closing Date. 10. Closing. (a) The obligations of Buyer hereunder are subject to the following conditions, any of which may, in Buyer’s sole and absolute discretion, be waived by Buyer in writing: (i) The representations and warranties of Seller set forth in Section 11 shall be true and correct in all material respects on the Closing Date; (ii) Seller’s ability to convey title to Buyer as required by this Agreement; (iii) Buyer being satisfied, in Buyer’s sole and absolute discretion, with the results of its due diligence investigation, which Buyer shall determine on or before the expiration of the Due Diligence Period as set forth in Section 4(b) above;

6 (iv) The Required Approvals shall have been obtained on or before the expiration of the Due Diligence Period as set forth in Section 4(c) above; (v) The Farm License Termination shall have been received by Seller; (vi) The Tax Litigation shall have been settled or otherwise resolved and any lien filed in connection therewith shall have been released or will be released at Closing; (vii) All obligations of Seller hereunder to be performed at or prior to the Closing Date have been or can and will be performed as of the Closing Date; and (viii) Seller elects, within Seller’s Response Period, to remedy Buyer’s Objection but does not remedy Buyer’s Objections before the Closing. If the satisfaction of any of the foregoing conditions (“Buyer’s Closing Conditions”) does not occur on or prior to the Closing Date or such earlier date as specified above, then Buyer may elect, in its sole discretion by written notice to Seller, to: (i) waive the failure of any such unsatisfied Buyer’s Closing Conditions and close the transaction contemplated herein; (ii) exercise the remedies provided in Section 14 of this Agreement if the failure of any of Buyer’s Closing Conditions is as a result of Seller’s default under this Agreement; or (iii) terminate this Agreement, in which case the Title Company shall refund the Deposit to Buyer, and thereafter Seller and Buyer shall have no further rights or obligations under this Agreement. (b) The obligations of Seller hereunder are subject to the following conditions, any of which may be waived by Seller in writing: (i) The representations and warranties of Buyer set forth in Section 12 shall be true and correct in all material respects on the Closing Date; (ii) The Required Approvals shall have been obtained on or before the expiration of the Due Diligence Period as set forth in Section 4(c) above and a copy thereof delivered to Seller; (iii) The Farm License Termination shall have been received by Seller; (iv) The Tax Litigation shall have been settled or otherwise resolved and any lien filed in connection therewith shall have been released or will be released at Closing; and (v) All obligations of Buyer hereunder to be performed at or prior to the Closing Date have been or can and will be performed as of the Closing Date. If the satisfaction of any of the foregoing conditions (“Seller’s Closing Conditions”) does not occur on or prior to the Closing Date or such earlier date as specified above, then Seller may elect, in its sole discretion by written notice to Buyer, to: (i) waive the failure of any such unsatisfied Seller’s Closing Conditions and close the transaction contemplated herein;

7 (ii) extend the Closing Date until such time as all such unsatisfied Seller’s Closing Conditions have been satisfied, but in no event more than sixty (60) days after the scheduled Closing Date; (iii) exercise the remedies provided in Section 14 of this Agreement if the failure of any of Seller’s Closing Conditions is as a result of Buyer’s default under this Agreement; or (iv) terminate this Agreement, in which case the Escrow Agent shall reimburse the Deposit to Buyer (except if the satisfaction of the conditions under Sections 10(b)(i), (ii) or (v) does not occur, in which case the Deposit shall be disbursed to Seller), and thereafter Seller and Buyer shall have no further rights or obligations under this Agreement. 11. Seller’s Representations and Warranties. Seller represents and warrants to Buyer that as of the Effective Date: (a) This Agreement is a legal, valid, and binding obligation of Seller and is enforceable against Seller in accordance with its terms; (b) Seller has full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Seller pursuant hereto; (c) Seller has not entered into any purchase and sale agreement, option to purchase, right of first refusal, land installment contract, mortgage, or other similar agreement or instrument that would be binding on Buyer or the Property after Closing; (d) Except for Moore Road LLC vs. Lorain County Auditor, Case No. 14CV184928, Lorain County Court of Common Pleas and related disputes (collectively, the “Tax Litigation”), there are no suits, actions or proceedings pending or, to Seller’s knowledge, threatened in writing against the Real Estate; and (e) Seller has not entered into any purchase and sale agreement, option to purchase, right of first refusal, land installment contract, or other similar agreement or instrument with respect to the Property that remains in effect as of the Effective Date. 12. Buyer’s Representations and Warranties. Buyer hereby represents and warrants to Seller as follows: (a) This Agreement is a legal, valid, and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms; (b) Except for the Required Approvals, no other approvals or consents are required for Buyer to enter into and perform Buyer’s obligations under this Agreement, and all actions necessary to authorize the execution, delivery and performance of this Agreement by Buyer have been taken and such actions have not been rescinded or modified; and (c) Buyer and all persons executing this Agreement on behalf of Buyer, have full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Buyer pursuant hereto.

8 13. Covenants of Seller Pending Closing. Prior to the Closing Date or earlier termination of this Agreement, Seller shall not enter into any agreements of any kind whatsoever, or grant any rights or privileges, with respect to the Real Estate, without the prior written consent of the Buyer; provided, however, that Seller shall have the right to obtain the Farm License Termination and enter into any settlement or other resolution of the Tax Litigation without Buyer’s prior written consent. Notwithstanding anything to the contrary in this Agreement, if the Tax Litigation has not been settled or otherwise resolved and/or any lien filed in connection therewith has not been released as of the then-scheduled Closing Date, then Seller shall have the right to extend the Closing Date for up to forty-five (45) days in order to obtain the settlement and resolution of the Tax Litigation and release of any lien filed in connection therewith. If Seller fails to settle or otherwise resolve the Tax Litigation and/or any lien filed in connection therewith before the Closing Date (as the same may be extended pursuant to this Agreement), then Buyer, as its sole and exclusive remedy, shall have the right to terminate this Agreement as more particularly set forth in Section 10(a) above. 14. No Liabilities Assumed. The parties expressly acknowledge and agree that, except as set forth in this Agreement or any of the documents executed in connection with Closing, Buyer shall assume no liabilities of Seller in connection with the transactions contemplated by this Agreement. 15. Remedies Upon a Default. (a) If Seller shall fail to consummate the sale contemplated herein for any reason other than Buyer’s breach or default or termination as permitted herein, then Buyer shall be entitled, upon five (5) days prior written notice to Seller and the Title Company, in lieu of all other rights and remedies available to Buyer elsewhere in this Agreement and at law or in equity, (i) to sue for specific performance, or (ii) to terminate this Agreement, in which case any funds and documents deposited by the parties with each other or in escrow shall be returned forthwith to the party who so deposited same and the parties shall thereupon be released from any further obligations each to the other; provided, however, that any action for specific performance must be commenced within sixty (60) days after the date of the applicable written notice from Buyer. Seller would also be responsible to pay for all costs that may be owing with respect to the title examination. (b) If Buyer shall fail to consummate the purchase contemplated herein for any reason other than Seller’s breach or default or termination as permitted herein, then Seller shall be entitled, upon five (5) days prior written notice to Buyer and the Title Company, to terminate this Agreement, in which event the Deposit shall be released to Seller as liquidated damages and otherwise any funds and documents deposited by the parties with each other or in escrow shall be returned forthwith to the party who so deposited same and the parties shall thereupon be released from any further obligations each to the other. Buyer would also be responsible to pay for all costs that may be owing with respect to the title examination. (c) BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT (i) THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE

9 SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE REAL ESTATE FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A DEFAULT OF BUYER UNDER THIS AGREEMENT; (ii) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (iii) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE DEPOSIT IF THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS AGREEMENT; AND (iv) THE AMOUNT OF THE DEPOSIT SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES. 16. Risk of Loss. If the Real Estate is damaged or destroyed by fire or other cause after the Effective Date and prior to Closing and the cost of remediating such damage or destruction (as reasonably estimated by Seller) is equal to or greater than fifty percent (50%) of the Purchase Price, then Buyer may elect, by written notice to Seller within fifteen (15) days after the date that Buyer receives notice of such damage or destruction, to (a) terminate this Agreement and receive the return of all money Buyer previously deposited in escrow hereunder (and thereafter neither party shall have any further obligations or liability hereunder), or (b) complete the purchase of the Real Estate and, to the extent the same exist and are assignable by Seller to Buyer, receive any proceeds from any insurance carried by Seller covering such damage or destruction, up to the amount of the Purchase Price, with a credit to Buyer for any deductible under such insurance. The failure of Buyer to elect to terminate this Agreement in the manner provided in this Section 16 shall be deemed an election by Buyer to complete the purchase as set forth herein. Except as expressly provided by the foregoing, Buyer shall not have any right to terminate this Agreement due to any damage or destruction, and Buyer shall complete the purchase of the Real Estate in accordance with this Agreement; provided, however, that to the extent the same exist and are assignable by Seller to Buyer, Buyer shall receive any proceeds from any insurance carried by Seller covering such damage or destruction, up to the amount of the Purchase Price, with a credit to the Buyer for any deductible under such insurance. 17. Further Assistance; Cooperation. Seller and Buyer agree, at any time and from time to time, to execute any and all documents reasonably requested by the other party or the Title Company to carry out the intent of this Agreement, provided that the same do not materially increase any obligations or decrease any rights of the party executing the same. 18. Assignment; Binding Agreement. This Agreement may not be assigned without the other party’s prior written consent. The terms and conditions of this Agreement shall not survive Closing but, subject to the foregoing, shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. 19. Counterparts. This Agreement may be executed in any number of counterparts, including electronic signatures included in a pdf file or via DocuSign or similar service, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. This Agreement shall become effective when counterparts have been signed

10 by each party and delivered to the other parties, it being understood that the parties need not sign the same counterpart. Copies of this Agreement bearing the signatures of Buyer and Seller shall be as binding as originals. 20. Brokers. Buyer represents and warrants to Seller that Buyer has not dealt with a real estate broker in connection with this transaction. Seller represents and warrants to Buyer that Seller has not dealt with any real estate broker in connection with the sale of the Property, except for Kevin Kelly of Cushman and Wakefield (“Seller’s Broker”). If Closing occurs, then at Closing, Seller shall pay a commission to Seller’s Broker pursuant to a separate agreement between Seller and Seller’s Broker (the “Brokerage Agreement”) and shall defend, indemnify and hold Buyer harmless with respect thereto. Buyer hereby agrees to indemnify, defend and hold Seller harmless from and against any and all costs, expenses, liabilities, claims and/or obligations for brokerage fees or commissions in connection with the sale of the Real Estate payable to or claimed by any broker (other than Seller’s Broker) claiming to have dealt solely with Buyer and not with Seller (if any). The provisions of this Section 20 shall survive the Closing or earlier termination of this Agreement. 21. Entire Agreement. This Agreement shall be deemed to contain all of the terms and conditions agreed upon, it being understood that there are no outside representations or oral agreements. 22. Escrow Conditions. This Agreement shall serve as escrow instructions for the Title Company, and may be supplemented by additional escrow instructions from the parties prior to the Closing, so long as such additional instructions do not conflict with this Agreement. 23. Notices. Any notice request, information, or other communication to be given hereunder to either of the parties by the other shall be in writing and shall be deemed to have been delivered on the next business day after being deposited with a nationally recognized overnight delivery service, or upon first attempted delivery after being deposited in the first class U.S. mail, postage prepaid, registered or certified mail, return receipt requested, as follows: If to Buyer: Avon Lake Regional Water 201 Miller Road Avon Lake, Ohio 44012 If to Seller: Moore Road, LLC P.O. Box 40482 Bay Village, Ohio 44140 With a copy to: Benesch, Friedlander, Coplan & Aronoff LLP 127 Public Square, Suite 4900 Cleveland, Ohio 44114 Attn: Barry J. Guttman, Esq. or such other addresses as Buyer or Seller may advise each other in writing.

11 24. Access to Real Estate. From and after the Effective Date and until the Closing or earlier termination of this Agreement, Seller agrees to permit Buyer and Buyer’s designees reasonable access to the Real Estate, upon at least two (2) business days’ prior notice, for the purpose of making Inspections as contemplated by this Agreement. Buyer shall indemnify, defend and hold harmless Seller from and against any liability, loss, damage, claim, fee, cost or expense, including reasonable attorney’s fees which may have resulted or may result from any such entry upon or inspection of the Real Estate and Buyer shall restore the Real Estate to its condition existing prior to such entry or inspection. The provisions of the preceding sentence shall survive the termination of this Agreement. 25. Section Headings. All section headings and other titles and captions herein are for convenience only, do not form a substantive part of this Agreement, and shall not restrict or enlarge any substantive provisions of this Agreement. 26. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Ohio. Each party hereby submits to personal jurisdiction in the State of Ohio for the enforcement of this Agreement and hereby waives any claim or right under the laws of any other state or of the United States to object to such jurisdiction. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THIS AGREEMENT. 27. Time of Performance. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence. Notwithstanding the foregoing, if the expiration of any time period or the Closing Date is on a day that is not a business day, then such expiration or the Closing Date shall be automatically extended to the next day that is a business day. As used in this Agreement, the term “business day” shall mean any day that is not a Saturday, Sunday, national legal holiday or other holiday on which federally-chartered banks are required or permitted to be closed for business in Cleveland, Ohio or in the State of Ohio. 28. AS-IS PROVISION. Buyer agrees and acknowledges that the Real Estate is being conveyed AS-IS, WHERE-IS, WITH ALL FAULTS, and that, except as expressly set forth in Section 11 of this Agreement, Seller has not made any representations or warranties, either express or implied, regarding the physical condition, zoning, suitability for any use or purpose, subsoil conditions, existence of minerals or rights thereto, or otherwise concerning the Real Estate. Buyer acknowledges that it will have sufficient access to the Real Estate during the Due Diligence Period to fully inspect the Real Estate and is relying solely on such inspection(s) regarding the condition of the Real Estate. 29. Survival. If any provision herein contained which by its nature and effect is required to be observed, kept or performed after the Closing and is expressly stated in this Agreement to survive Closing, it shall survive the Closing and remains binding upon and for the benefit of the parties hereto until fully observed, kept or performed. 30. Confidentiality. Notwithstanding anything to the contrary set forth in this Agreement, Buyer and Seller hereby agree that except as expressly required by applicable law, (i) each party shall keep confidential this Agreement and the transactions or other matters contemplated hereby and (ii) neither party shall disclose this Agreement, the contents of this

12 Agreement or any of the transactions or other matters contemplated by this Agreement (including, without limitation, by issuing any press release or making any public announcement relating to the Real Estate, this Agreement or any of the transactions or other matters contemplated hereby) without the written approval of the other party. The confidentiality and non-disclosure obligations under this Section 29 shall apply, without limitation, to all matters disclosed by any Inspections or other written reports, documents and agreements received by Buyer in connection with this Agreement or the Real Estate. The provisions of this Section 29 shall survive the termination of this Agreement. [signatures on following page]

13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the preamble. BUYER: SELLER: Avon Lake Regional Water Moore Road, LLC By: ___________________________ By:__________________________ Name: ________________________ Name: _______________________ Title: _________________________ Title: ________________________ City of Avon Lake, Ohio By: __________________________ Name:________________________ Title: _________________________ APPROVED AS TO LEGAL FORM: _____________________________ Director of Law City of Avon Lake, Ohio CERTIFICATE OF THE DIRECTOR OF FINANCE I hereby certify that the amount required to meet the City’s obligations under this Agreement has been lawfully appropriated and is in the treasury or in the process of collection to the credit of an appropriate fund free from any previous encumbrance. _________________________________ Director of Finance

EXHIBIT A Legal Description Property situated in the County of Lorain, State of Ohio, and described as follows: Situated in the City of Avon Lake, County of Lorain, State of Ohio; and being part of Original Avon Township Section 5;and being part of the 8.16-acre parcel of land described in Lorain County Document No. 1999-0618676 to River West Dock, Inc.; and being part of the 24.59-acre parcel of land described in the Lorain County Document No. 1999-0618676 to River West Dock, Inc.; and being part of the 20.82-acre parcel of land described in the Lorain County Document No. 1999-0618676 to River West Dock, Inc.; and being part of the 33.71-acre parcel of land described in Lorain County Document No. 2003-09019104 to Moore Road LLC; and being more definitely described as follows; Beginning at the intersection of Moore Road (60 feet wide) and Pin Oak Parkway East (80 feet wide); Thence along the centerline of Moore Road and the East line of Section 5 North 02°08'00" East 40.00 feet to the Southeast corner of the 10.00-acre parcel of land described in the Lorain County Document No. 2003-0919103 to Schibley Solvents; Thence along the South line of Schibley Solvent's 10.00-acre parcel North 87°55'53" West 1436.00 feet to an iron pin found and passing through an iron pin found 30.00 feet West of centerline; Thence along the West line of Schibley Solvent's 10.00-acre parcel North 02°08'00" East 309.27 feet to the South line of the 115.65-acre parcel of land described in Lorain County Document No. 2006-0141307 to PolyOne Corporation; Thence along the South line of PolyOne's 115.65-acre parcel North 87°59'00" West 1536.43 feet to an iron pin found in the East line of the New York Central & St. Louis Railroad; Thence along the New York Central & St. Louis Railroad's East line South 36°02'00" West 363.00 feet to an iron pin found; Thence continuing along the New York Central & St. Louis Railroad's East line South 01°14'00" West 288.50 feet to an iron pin found; Thence continuing along the New York Central & St. Louis Railroad's East line North 88°15'00" West 199.07 feet: Thence continuing along the New York Central & St. Louis Railroad's East line South 36°02'00" West 282.45 feet: Thence continuing along the New York Central & St. Louis Railroad's East line South 88°30'00" East 17.08 feet: Thence continuing along the New York Central & St. Louis Railroad's East line 375.03 feet in the arc of a curve that is concave to the East having a radius of 453.34 feet, a tangent of 199.00 feet, an included angle of 47°23'56", a chord of 364.43 feet, and bearing South 17°27'08" East to the North line of the New York, Chicago, & St. Louis Railroad; Thence along the North line of the New York, Chicago, & St. Louis Railroad South 88°30'00" East 398.10 feet to an iron pin found;

Thence continuing along the North line of the New York, Chicago, & St. Louis Railroad South 01°30'00" West 155.31 feet; Thence continuing along the North line of the New York, Chicago, & St. Louis Railroad South 88°30'00" East 1958.04 feet to a pin set: Thence North 02°08'00" East 500.00 feet to a pin set; Thence South 88°30'00" East 1030.06 feet to the centerline of Moore Road and passing through a pin set 30.00 feet West of centerline; Thence along the centerline of Moore Road and the east line of Section 5 North 02°08'00" East 442 04 feet to the place of beginning; Containing within said bounds 75.6790 acres of land, more or less, as surveyed by Dale Haywood, State of Ohio Registered Surveyor No. 8284, in November 2006. Bearings are to an assumed meridian and intended to describe angles only. The basis of bearings is South 02°08'00" West for Moore Road. All pins set are 30" long, 5/8" rebar with cap stamped "HAYWOOD 8284". Parcel No. 04-00-005-000-119 15

EXHIBIT B Form of Deed See attached.

17 LIMITED WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS, THAT, MOORE ROAD, LLC, an Ohio limited liability company (“Grantor”), for valuable consideration paid, grants, with limited warranty covenants, _______________, a _______________ (“Grantee”), whose tax mailing address is _______________, that certain real property, including all improvements thereon, situated in the City of Avon Lake, County of Lorain and State of Ohio (the “Property”), which Property is further described as follows: See Exhibit A attached hereto and incorporated herein. Tax Parcel No.: 00-005-000-119 Property Address: 720 Moore Road, Avon Lake, Ohio Prior Instrument References: Instrument No. _________ of the Lorain County Records. The foregoing conveyance is expressly made subject to the following (collectively, the “Permitted Encumbrances”): (i) real property taxes and assessments, both general and special, which are a lien on the Property, but not yet due and payable; (ii) covenants, conditions, reservations, restrictions and other matters of record; (iii) zoning and building ordinances; (iv) easements and rights of way, if any; and (vi) matters that would be disclosed by an accurate survey of the Property. Grantor covenants with the Grantee that, other than the Permitted Encumbrances, the Property is free from all encumbrances made by Grantor, and Grantor does warrant and will defend the same to Grantee forever, against the lawful claims and demands of all persons claiming by, through or under Grantor, but against none other. [Remainder of this page intentionally left blank; signature and acknowledgment follow]

18 EXECUTED as of this _____ day of ____________ 202__. GRANTOR: MOORE ROAD, LLC, an Ohio limited liability company By: __________________________ Name: Title: STATE OF __________ § § COUNTY OF _________ § BEFORE ME, a Notary Public in and for said County and State, personally appeared the above-named MOORE ROAD, LLC, an Ohio limited liability company, by ______________, its __________, who acknowledged that: (i) he/she did sign the foregoing instrument for and on behalf of the company, being thereunto duly authorized; (ii) he/she understands the document and the consequences of executing the document by signing it; and (iii) the same is his/her free act and deed individually and as such __________ and the free act and deed of the company. This is an acknowledgment certificate; no oath or affirmation was administered to the signer with regard to this notarial act. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at _____________, __________, this _____ day of ________ 202__. Notary Public My commission expires: ________________________ This instrument prepared by: Barry J. Guttman, Esq. Benesch Friedlander Coplan & Aronoff LLP 127 Public Square, Suite 4900 Cleveland, Ohio 44114 (216) 363-4547 (Signature Page to Limited Warranty Deed)

Exhibit A to Limited Warranty Deed [to be inserted] 19

EXHIBIT C Form of Title Affidavit See attached.

21 TITLE AFFIDAVIT STATE OF ) ) COUNTY OF ) The undersigned, MOORE ROAD, LLC, an Ohio limited liability company (“Owner”), being duly sworn according to law, deposes and states that: 1. Reference is hereby made to the real property located in City of Avon Lake, County of Lorain, State of Ohio, and more particularly described in Exhibit A to [_______________] (the “Title Company”) Commitment No. _________________ (the “Property”). This Affidavit is being executed by [__________], the [_______________] of Owner, and (a) such individual shall not, under any circumstances whatsoever, be deemed to have made any of the statements hereunder in any individual capacity and shall not, under any circumstances whatsoever, have any personal liability whatsoever with respect to any such statements, and (b) all statements of Owner set forth herein are statements of Owner only and not of such individual or any other natural person. 2. Owner is authorized to execute this affidavit and has the ability to execute all instruments necessary to convey the Property pursuant to authority under the applicable organizational and governance documents of Owner. 3. Owner is in good standing in its state of formation. 4. To Owner’s actual knowledge, without investigation or inquiry, there are no unrecorded documents affecting title to the Property entered into by Owner and no other person or entity that has a legal or equitable right to the Property, in each case other than (a) any matters contained in the real property records of the county in which the Property is located, and (b) _________________ [list any other unrecorded documents; none if blank]. 5. To Owner’s actual knowledge, without investigation or inquiry, Owner has received no actual, written notice of any taxes and/or special assessments affecting the Property other than those shown on the title commitment and as disclosed in the tax assessor’s records. 6. To Owner’s actual knowledge, without investigation or inquiry, there are no unpaid bills or claims for labor or services performed or materials furnished or delivered during the last three (3) months for alterations, repair, work, or new construction on the Property by Owner that have not been paid in full other than _____________ [none if blank]. 7. To Owner’s actual knowledge, without investigation or inquiry, no proceeding in bankruptcy has been instituted within the past three (3) years by or against Owner, nor has Owner made any assignment for the benefit of creditors within the past three (3) years. 8. To Owner’s actual knowledge, without investigation or inquiry, there is no action or proceeding asserted against Owner relating to the Property in any state or federal court in the United States, nor are there any state or federal judgments or any federal liens of any kind or nature whatsoever which now constitutes a lien or charge upon the Property.

22 9. This affidavit is given to induce the Title Company to issue that certain title policy in favor of ___________________, pursuant to its Commitment No. __________________, with full knowledge that it will be relying upon the accuracy of same. [Remainder of this page intentionally left blank; signatures and acknowledgments follow]

23 OWNER: MOORE ROAD, LLC, an Ohio limited liability company By: Print: ___________________________ Title: ___________________________ STATE OF § § COUNTY OF § Before me, a Notary Public in and for said County and State, personally appeared [_______________], the [_______________] of MOORE ROAD, LLC, an Ohio limited liability company, on behalf of such entity, and that the same is his/her free act and deed and the free act and deed of said entity. This is an acknowledgment certificate; no oath or affirmation was administered to the signer with regard to this notarial act. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at _____________________, ____________, this _____ day of _________ 202__. Notary Public My commission expires: (Signature Page to Title Affidavit)

EXHIBIT D Form of Assignment of Lease See attached.

25 ASSIGNMENT OF LEASE THIS ASSIGNMENT OF LEASE (this “Assignment”) is made and entered into as of this ____ day of _______________ 2026, by and between MOORE ROAD, LLC, an Ohio limited liability company (“Assignor”), and _________________________, a(n) _____________________ (“Assignee”). W I T N E S S E T H: For and in consideration of the sum of Ten and No/100 Dollars ($10.00), the conveyance by Assignor to Assignee of all that real property and property rights particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Property”), and the mutual covenants herein contained, the receipt and sufficiency of the foregoing consideration being hereby acknowledged by the parties hereto, Assignor hereby transfers, grants, conveys, and assigns to Assignee all of Assignor's right, title, and interest in and to that certain [Lease] by and between Assignor, as landlord, and Brad Knoble, as tenant, dated as of _______, 2026 (the “Lease”), including all rents, issues and profits under the Lease. Assignee, by its acceptance hereof, does hereby assume and agree to perform any and all obligations and duties of Assignor as “landlord” under the Lease first arising from and after the date hereof. This Assignment shall inure to the benefit of, and be binding upon, the respective legal representatives, successors and assigns of the parties hereto. This Assignment shall be governed by, and construed under, the laws of the State of Ohio. The parties hereto agree that this Assignment may be executed in multiple counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute a fully-executed and binding original instrument. Signatures delivered by PDF or DocuSign (or other reputable electronic platform) shall be sufficient to bind the parties hereto. [remainder of page intentionally left blank; signatures to follow]

26 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ASSIGNOR: MOORE ROAD, LLC, an Ohio limited liability company By: Name: Title: STATE OF __________ § § COUNTY OF _________ § BEFORE ME, a Notary Public in and for said County and State, personally appeared the above-named MOORE ROAD, LLC, an Ohio limited liability company, by ______________, its __________, who acknowledged that: (i) he/she did sign the foregoing instrument for and on behalf of the company, being thereunto duly authorized; (ii) he/she understands the document and the consequences of executing the document by signing it; and (iii) the same is his/her free act and deed individually and as such __________ and the free act and deed of the company. This is an acknowledgment certificate; no oath or affirmation was administered to the signer with regard to this notarial act. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at ___________, __________, this _____ day of ________ 2026. Notary Public My commission expires: ________________________

27 ASSIGNEE: , a By: Name: Title: STATE OF __________ § § COUNTY OF _________ § BEFORE ME, a Notary Public in and for said County and State, personally appeared the above-named _______________________, a/n ____________, by ______________, its __________, who acknowledged that: (i) he/she did sign the foregoing instrument for and on behalf of the company, being thereunto duly authorized; (ii) he/she understands the document and the consequences of executing the document by signing it; and (iii) the same is his/her free act and deed individually and as such __________ and the free act and deed of the company. This is an acknowledgment certificate; no oath or affirmation was administered to the signer with regard to this notarial act. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at ___________, __________, this _____ day of ________ 2026. Notary Public My commission expires: ________________________