ORDINANCE NO. 26-33: AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A PURCHASE AGREEMENT FOR LORAIN COUNTY PERMANENT PARCEL NO. 04-00-005-000-107, LOCATED AT MOORE ROAD, AVON LAKE, OHIO, FROM SCHIBLEY SOLVENTS & CHEMICALS CO., INC., AND DECLARING AN EMERGENCY.

ORDINANCE NO. 26-33 INTRODUCED BY: Mr. Smith AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A PURCHASE AGREEMENT FOR LORAIN COUNTY PERMANENT PARCEL NO. 04-00-005-000-107, LOCATED AT MOORE ROAD, AVON LAKE, OHIO, FROM SCHIBLEY SOLVENTS & CHEMICALS CO., INC., AND DECLARING AN EMERGENCY. WHEREAS, Schibley Solvents & Chemicals Co., Inc., is the owner of Lorain County Permanent Parcel No. 04-00-005-000-107, located at Moore Road, Avon Lake, Ohio; and WHEREAS, the City of Avon Lake, as “Buyer,” and Schibley Solvents & Chemicals Co., Inc., as “Seller,” desire to enter into a Purchase 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. 04-00-005-000-107, located at Moore Road, Avon Lake, Ohio, for the sum of seven hundred thousand dollars ($700,000), 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. 1st Reading: 04/13/2026 2nd Reading: 3rd Reading:

ORDINANCE NO. 26-33 Page | 2 PASSED: 04/27/2026 ____________________________ President of Council POSTED: 05/01/2026 Approved: 04/28/2026 ATTEST: _________________________ ____________________________ Clerk of Council Mayor

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 SCHIBLEY SOLVENTS & CHEMICALS CO., INC., an Ohio corporation (“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 Moore Rd., Avon Lake, Ohio 44012, together with all improvements, fixtures, easements and appurtenant rights and privileges (PPN: 04-00-005-000- 107, prior instrument no. 20030919103), 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 Seven Hundred Thousand and 00/100 Dollars ($700,000.00) (the “Purchase Price”) to Seller, which Purchase Price shall include an earnest money deposit (the “Deposit”) of Twenty Thousand and 00/100 Dollars ($20,000.00). 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. Unless otherwise specified 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 survey, appraisal and/or environmental reports or studies for the Real Estate. (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 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”). 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. 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”). 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 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). 5. Deed: Title; Survey. (a) Deed. At Closing, Seller shall convey marketable fee simple title to the Real Estate to Buyer by general 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 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 Ray Jupina (the “Farmer”) to use 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”) and Buyer may, at Buyer’s sole discretion, enter into a lease of the Property with the Farmer to be effective after Closing. 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) such affidavits and instruments as required by the Title Company to remove the standard exceptions from the Title Policy; 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) Onor before the Closing Date, Buyer shall deposit with the Title Company: (i) the Purchase Price; (ii) a Form DTE-100EX; (; and (iii) 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, 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 recoupments of property tax savings relating or attributable to the agricultural use of the Real Estate under Ohio’s Current Agricultural Use Value (“CAUV”) program and that are due because of a change in use of the Real Estate from its current agricultural use, whether or not such property tax savings are attributable to the period before Closing or the period after Closing, provided the change in use of the Real Estate from its current agricultural use occurs after Closing (collectively, “CAUV Recoupments”). Seller shall have no liability of any kind with respect to the CAUV Recoupments.. . 8. Closing Costs. (a) At Closing, Seller shall pay for: (i) the cost of removing or discharging any defect, lien or encumbrance required by this Agreement for conveyance of the Real Estate ; and (ii) the transfer tax, if any, for the sale of the Real Estate to Buyer. (b) At Closing, Buyer shall pay for: (i) the cost of the Title Commitment and Title Policy, plus all of the costs for any extended coverage and endorsements thereto; (ii) the cost of the Title Policy; (iii) the escrow fee; (iv) the fees for preparation and 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; (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) 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 (vii) 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 (ili) 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; (iii) | The Farm License Termination shall have been received by Seller; and (iv) 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; (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 15 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) Prior to the Closing Date, 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; (c) Seller is the fee simple owner of the Real Estate, and no other party has any claim to the Real Estate by reason of any purchase and sale agreement, option to purchase, right of first refusal, land installment contract, mortgage, or other similar agreement or instrument; and (d) There are no suits, actions or proceedings pending or, to the best of Seller’s knowledge, contemplated against or concerning the Real Estate and no governmental authority has claimed or given notice of any assessments relating to the Real Estate. 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. 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 without Buyer’s prior written consent. 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) In the event Seller’s representations and warranties shall not be true and correct in all material respects as of the date hereof and as of the Closing Date, or 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) In the event Buyer’s representations and warranties shall not be true and correct in all material respects as of the date hereof and as of the Closing Date, or 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 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. Risk of loss to the Real Estate or any part thereof shall remain with Seller until the Closing. In the event the Real Estate is damaged or destroyed by casualty prior to Closing, Buyer may terminate this Agreement by written notice..

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 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. Each party represents to the other party that neither party has dealt with a real estate broker in connection with this transaction. 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, or by email as follows: If to Buyer: Avon Lake Regional Water 201 Miller Road Avon Lake, Ohio 44012 Attn: Robert Munro rmunro@avonlakewater.org With a copy to: Seeley, Savidge, Ebert & Gourash Co., LPA 26600 Detroit Road, Suite 300 Westlake, Ohio 44145 Attn: Gary Ebert, Esq. If to Seller: Schibley Solvents & Chemicals Co., Inc.

1570 Lowell St Elyria, OH 44035 Attn: Reed Schibley rschibley@schibley.com or such other addresses as Buyer or Seller may advise each other in writing. 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 twenty-four (24) hours’ 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.. 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 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 30 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]

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 Schibley Solvents & Chemicals Co., Inc. By: By: VIA LA iibloy Name: Name: f<60 A SCH/ELEY Title: Title: PRES(0O Eur 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 Situated in the City of Avon Lake, the County of Lorain and the state of Ohio and known as being part of Original Avon Township Section No. 5, and further bounded and described as follows: Beginning at a 1° iron pipe found (0.20 feet south and 0.00 feet east) on the westerly line of Moore Road (60 feet wide) and the northerly line of land conveyed to the River West Dock, Inc on May 28, 1999 and recorded by Instrument No. 990618676 of the Lorain County Recorder's Office; Thence North 02° 08’ 00" East along the westerly line of Moore Road, 297.53 feet to a 5/8" iron pin set at the principal point of beginning of the premises herein described; Thence North 02° 08' 00" East continuing along the westerly line of Moore Road, 310.54 feet toa L" iron pipe found (0.00 feet north and 0.22 feet west) at the southerly line of land conveyed to the Geon Company on January 31, 1997 and recorded in Volume 1427, Page 193 of the Lorain County Recorder's Office; Thence North 87° 59' 00" West along the southerly line of land so conveyed, 1406.00 feet to a 5/8" iron pin set; Thence South 02° 08' 00" West, 309.10 feet to a 5/8" iron pin set; Thence South 87° 55' 30" East, 40.00 feet perpendicular and parallel to the centerline of Pin Oak Parkway (80 feet wide) extended, 1406.00 feet to the westerly line of Moore Road and the principal point of beginning and containing 10.0003 acres of land as surveyed and described by Edward B. Dudley, III, P.L.S. No. 6747 of the Riverstone Company, in February of 2003, be the same, morc or less but subject to all legal highways. Note: All 5/8"x 30" iron pins are capped: E.B. Dudley, P.S. 6747 Deed of Reference: Moore Road LLC by deed recorded in Instrument No. 19990661757 Basis of Bearings: Centerline of Moore Road being North 02° 08' 00" East as shown in Instrument No.19990661757 Prior Instrument Reference: Volume OR =, Page of the Deed Records of Lorain County.

EXHIBIT B Form of Deed

GENERAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS, THAT, SCHIBLEY SOLVENTS & CHEMICALS CO., INC., an Ohio corporation (“Grantor”), for valuable consideration paid, grants, with general warranty covenants, to ,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.: 00-005-000-107 Property Address: Moore Road, Avon Lake, Ohio Prior Instrument References: Instrument No. 20030919103 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 and its successors and assigns 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]

EXECUTED as of this day of 202. GRANTOR: SCHIBLEY SOLVENTS & CHEMICALS CO., INC., an Ohio corporation By: Name: Title: STATE OF § § COUNTY OF § BEFORE ME, a Notary Public in and for said County and State, personally appeared the above-named SCHIBLEY SOLVENTS & CHEMICALS CO., INC., an Ohio corporation, 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: Matthew T. Waters, Esq. Seeley, Savidge, Ebert & Gourash Co., LPA 26600 Detroit Road, Suite 300 Westlake, Ohio 44145 (216) 566-8200 (Signature Page to General Warranty Deed)

Exhibit A to General Warranty Deed Situated in the City of Avon Lake, the County of Lorain and the state of Ohio and known as being part of Original Avon Township Section No. 5, and further bounded and described as follows: Beginning at a 1° iron pipe found (0.20 feet south and 0.00 feet east) on the westerly line of Moore Road (60 feet wide) and the northerly line of land conveyed to the River West Dock, Inc on May 28, 1999 and recorded by Instrument No. 990618676 of the Lorain County Recorder's Office; Thence North 02° 08’ 00" East along the westerly line of Moore Road, 297.53 feet to a 5/8" iron pin set at the principal point of beginning of the premises herein described; Thence North 02° 08' 00" East continuing along the westerly line of Moore Road, 310.54 feet toa 1" iron pipe found (0.00 feet north and 0.22 feet west) at the southerly line of land conveyed to the Geon Company on January 31, 1997 and recorded in Volume 1427, Page 193 of the Lorain County Recorder's Office; Thence North 87° 59' 00" West along the southerly line of land so conveyed, 1406,00 feet to a 5/8" iron pin set; Thence South 02° 08' 00" West, 309.10 feet to a 5/8" iron pin set; Thence South 87° 55' 30" East, 40,00 feet perpendicular and parallel to the centerline of Pin Oak Parkway (80 feet wide) extended, 1406.00 feet to the westerly line of Moore Road and the principal point of beginning and containing 10.0003 acres of land as surveyed and described by Edward B. Dudley, III, P.L.S. No. 6747 of the Riverstone Company, in February of 2003, be the same, more or less but subject to all legal highways. Note: All 5/8"x 30" iron pins are capped: E.B. Dudley, P.S. 6747 Deed of Reference: Moore Road LLC by deed recorded in Instrument No. 19990661757 Basis of Bearings: Centerline of Moore Road being North 02° 08' 00" East as shown in Instrument No.19990661757 Prior Instrument Reference: Volume OR, Page _—_ of the Deed Records of Lorain County.

EXHIBIT C Form of Title Affidavit See attached.

TITLE AFFIDAVIT STATE OF ) ) COUNTY OF ) The undersigned, SCHIBLEY SOLVENTS & CHEMICALS CO., INC., an Ohio corporation (“Owner”), being duly sworn according to law, deposes and states that: l. 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. a Owner is in good standing in its state of formation. 4. To the best of Owner’s knowledge, 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]. 3, To the best of Owner’s knowledge, 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 the best of Owner’s knowledge, 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]. ve To the best of Owner’s knowledge, 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 the best of Owner’s knowledge, 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.

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. OWNER: SCHIBLEY SOLVENTS & CHEMICALS CO., INC., an Ohio corporation By: Print: Title: STATE OF § § COUNTY OF § Before me, a Notary Public in and for said County and State, personally appeared [ ], the [ | of SCHIBLEY SOLVENTS & CHEMICALS CO., INC., an Ohio corporation, 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: