Resolution 2025-8

CITY OF BROOKLYN, OHIO RESOLUTION NO. 2025 —- 8 INTRODUCED BY: Mayor Van Kirk, Tansii, Gredck, Pree, Coyle, Mosley, Poromwsly AUTHORIZING THE MAYOR TO ENTER INTO AN AGREEMENT FOR THE SALE AND PURCHASE OF VACANT CITY OF BROOKLYN PROPERTY ON BROOKWAY LANE, PARCEL NO. 431-21-035, FOR GOOD AND VALUABLE CONSIDERATION WHEREAS, the City of Brooklyn has an interest in selling vacant, non-performing property; WHEREAS, the City became the titled owner of unimproved real property bearing permanent parcel number 431-21-035, located on Brookway Lane in a single-family residential zoned district (the “Property”); and WHEREAS, the Property remains vacant and nonproductive; and WHEREAS, the Charter of the City enables the City to sell property; without competitive bidding, at such times, to such persons, and upon such terms and conditions, and subject to such restrictions and covenants as it deems necessary or appropriate to assure the land’s effective reutilization; and WHEREAS, an appraisal procured by the City bore the fair market value of $12,000 for the Property; and WHEREAS, the City issued a publicly available request for proposals to determine whether any persons were interested in purchasing the Property and building a single-family residence upon it, and one company, AYC Investments LLC (the “Buyer”), provided a responsive and responsible proposal; and WHEREAS, this Council has determined it is in the best interest of the City to sell the Property to the Buyer and that such sale shall further the interest of the City and its residents; and WHERAS, this Council by a vote of at least two-thirds (2/3) of its members determines that this Resolution is an emergency measure, and that this Resolution shall take effect at the earliest date possible as set forth in the Charter of the City, and that it is necessary for the immediate preservation of the public property, health and safety, and to provide for the usual daily operation of municipal department in that this property is currently vacant and immediate action is required during the 2025 construction season; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF BROOKLYN, COUNTY OF CUYAHOGA AND STATE OF OHIO: SECTION 1. The Mayor is hereby authorized and directed, on behalf of the City, to enter into an agreement for the sale and purchase of the Property described herein, bearing permanent parcel number 431-21-035, to the Buyer described herein, for good and valuable consideration; the purchase agreement in substantially the form as attached to this Resolution as Exhibit “A.” SECTION 2. The Property that is the subject of this Resolution is further described in the purchase agreement.



SECTION 3. The fair market value of the parcel of land that is the subject of this Resolution is affixed at $12,000.00. SECTION 4. The Mayor is hereby authorized and directed to enter into any instruments of conveyance or other documents necessary to carry forth the provisions of this Resolution. SECTION 5. That all former ordinances or resolutions or parts herein conflicting or inconsistent with the provisions of this Resolution, or any part hereof, is hereby repealed. SECTION 6. That it is found and determined that all formal actions of the Council of the City of Brooklyn concerning and relating to the adoption of this Resolution were adopted in an open meeting of such body, and that all deliberations of the Council of the City of Brooklyn and any of its committees that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements including Section 121.22 of the Ohio Revised Code. SECTION 7. That this Resolution is hereby declared to be an emergency measure dealing with the daily operation of the City of Brooklyn, and provided it receives the affirmative vote of two-thirds (2/3) of all members elected to Council, it shall take effect and be in force immediately, or otherwise it shall take effect and be in force from and after the earliest date allowed by law. ADOPTED: 44 / 22/ 4< ATTESTED: APPROVED: Clerk of Council MAYOR PRESIDENT OF COUNCIL Approved as to om form Law Director ist Reading: aL 4] a6 and Reading: / 28/29 3rd Reading: Filed with the Mayor: // /2 4] as



REAL ESTATE PURCHASE AGREEMENT RECITALS WHEREAS, the City of Brooklyn, an Ohio municipality whose address is 8000 Memphis Ave., Brooklyn, Ohio 44114 (“Seller”), owns the real property identified as V/L Brookway Lane, Brook- lyn, Cuyahoga County, Ohio, permanent parcel no. 431-21-035, and described or depicted within Exhibit A, which is attached hereto and is made part hereof (“Land”). WHEREAS, pursuant to a publicly noticed request for proposals and the responses thereto, and by legislation approved by Seller’s city council, Seller desires to convey and transfer to AYC Invest- ments LLC, an Ohio limited liability company whose address is 5908 Lawn Ave., Cleveland, Ohio 44102 (“Buyer”) the Land and any and all fixtures located at and upon the Land together with any and all appurtenances, easements, rights-of-way and interests thereto (the “Appurtenances,” and together with the Land the “Property”’). WHEREAS, Buyer desires to purchase the Property from Seller and has agreed to construct certain improvements on the Property including, without limitation, a single-family residence, with a drive, garage, and other features and areas (collectively, the “Buyer Improvements”), which Buyer Improvements and the materials to be used therefor are more particularly described on the prelim- inary site plan and elevations collectively shown in Exhibit B attached hereto. The Buyer Improve- ments and all related demolition, construction and completion work, as necessary, are hereinafter collectively referred to as the “Project.” NOW THEREFORE, Seller and Buyer agree as follows: 1. OFFER: ACCEPTANCE. Seller hereby offers and agrees to sell and Buyer hereby agrees to buy the Property, in exchange for the mutual promises and consideration provided for herein. 2. THE PROPERTY. The Property described includes all easements and appurtenant rights, and all improvements now situated thereon, in their present condition. 3. PURCHASE PRICE. The Purchase Price shall be $12,000.00 (the “Purchase Price’). Buyer shall pay the Purchase Price to Seller, subject to any and all adjustments thereto as specified herein, as follows: A. Buyer will deposit earnest money in the amount of $1,000.00 with Providence Title Agency, Inc. of Westlake, Ohio (“Title Company” or “Escrow Agent’), upon the mutual execution and delivery of this Agreement by Seller and Buyer (“Deposit”). The Deposit and any Additional Deposit as defined herein shall be: (i) paid to Seller as part of the Pur- chase Price at closing (“Closing”); and (ii) refundable to Buyer upon any termination of this Agreement in strict accordance with the conditions set forth herein, unless such termi- nation results from Buyer’s default or breach hereunder (whereupon Seller shall receive Seller Initials Page | of 4 Buyer Initials

the Deposit and any Additional Deposit as and for Seller’s remedy as liquidated damages, in addition to any other remedies provided for herein). The sum of $11,000 shall be paid to Seller in immediately available U.S. funds upon Clos- ing. 4. CONDITION OF THE PROPERTY. A. Seller makes no representations or warranties whatsoever concerning the physical or envi- ronmental condition of the Property, and except as otherwise set forth herein. Buyer agrees to accept the Property in its as-is, where-is condition. Buyer affirmatively warrants and represents that it has had the opportunity to fully inspect the Property and is acquiring the Property solely based thereon and not due to any representation, promise, communication, act or omission to act by Seller, its agents, attorneys, representatives, employees or affili- ated persons. Buyer acknowledges that Seller is a municipal government, and thus, in some cases, is the last resort for abandoned or distressed property most of which have been acquired directly through foreclosure or from third parties, banks, lenders (or their respective agents) and/or government sponsored enterprises including government itself. Therefore, Seller has not lived in and in many cases does not know of the history of the property it acquires and resells. Hence, to the fullest extent permitted under Ohio law, Buyer waives any property disclosure requirement otherwise afforded by the common law or statutes of Ohio. 5. DAMAGE. Seller shall bear the risk of loss until title transfer. If any portion of the Property is damaged or destroyed prior to Closing (except as may be noted herein), Seller shall promptly notify Buyer of such damage and of the amount of insurance proceeds payable, if any. Buyer shall have the option, to be exercised by notice to Seller not later than 15 days after notice from Seller, to (a) complete the transaction and receive a credit at Closing equal to the insurance proceeds (if any), or (b) terminate this Agreement. 6. TITLE. A. At Closing, Seller shall furnish a standard quit claim deed (the “Deed”) conveying to Buyer title to the Property, including covenants and restrictions. Buyer acknowledges and accepts that the Deed will include the language and restrictive covenants related to the Buyer’s completion of the Project, as reflected in the attached Exhibit C. Buyer may, at its option and at its expense, obtain an ALTA Owner’s Policy of Title In- surance in the amount of the Purchase Price (the “Title Policy”) issued through a Title Company as designated by Buyer (the “Title Company”) insuring title to the Property to be good as of the filing of the Deed for record, subject only to easement, covenants, con- ditions and restrictions of record and minor encumbrances that do not materially and ad- versely affect the use of the property. At Buyer’s request, and expense, the Title Company shall deliver a Title Commitment to Buyer within 10 days after the date hereof. Seller Initials Page 2 of 4 Buyer Initials

7. 10. 11. ESCROW. The parties shall employ an escrow agent (“Escrow Agent”) for this transaction, namely Providence Title Company, whose address is Melrose Office Park, Suite 106, 27540 Detroit Road, Westlake, Ohio 44145. Seller shall deliver to the Escrow Agent a copy of this Agreement which shall serve as its escrow instructions for this transaction. The Escrow Agent may accept this escrow subject to its standard conditions of acceptance of escrow, to the extent they are not inconsistent with this Agreement. CLOSING AND DELIVERY OF POSSESSION. All documents and funds shall be delivered to the Escrow Agent in sufficient time to permit transfer of title on the Closing Date (as defined below). The Escrow Agent shall file the Deed for record and disburse funds (collectively, the “Closing”) and complete this transaction in accordance with the provisions of this Agreement 60 days after execution, but no later than June 30, 2025, or on such other date as Buyer and Seller may agree in writing (the “Closing Date”), provided that the Seller or its Escrow Agent has received all funds and documents required for the Closing. Seller shall deliver possession of the Property to Buyer, free of any tenants’ possessory rights, on the Closing Date. PRORATIONS, CHARGES AND CREDITS. A. Real estate taxes, assessments (general and special), and other items shown on the tax du- plicate shall be prorated, and Seller agrees to assume and pay all currently pending and future real estate taxes and assessments for the property, through the Closing Date. B. Seller and Buyer shall split closing costs in a way that is customary for residential real estate transactions in northeast Ohio. DEFAULT; REMEDIES. In the event Buyer fails to comply with or performs as required by this Agreement, resulting in the failure of this Agreement to close as specified in the foregoing paragraphs, then Seller shall be entitled to pursue any remedy at law or equity, or as provided in the Deed. In the event Seller fails to comply with or perform as required by this Agreement, resulting in the failure of this Agreement to close as specified in the foregoing paragraphs, then Buyer shall be entitled to a return of any and all funds deposited as a result of this Agreement. MISCELLANEOUS. The recitals to this Agreement are incorporated as if fully rewritten in the Agreement. Time is of the essence of this Agreement. This Agreement constitutes the entire agreement between the parties. No other conditions, representations, warranties, or agree- ments, expressed or implied, have been made or relied upon by Buyer or Seller. The represen- tations, warranties, and agreements contained in this Agreement shall survive the transfer of title. This Agreement may not be assigned or transferred by Buyer to any other party without express consent of Seller. This Agreement shall bind and benefit both parties hereto and their respective heirs, personal representatives, successors, and permitted assigns. Buyer and Seller each represent that no real estate broker is owed a commission in connection with the sale of the Property. If “Buyer” consists of more than one individual, the obligations of “Buyer” shall be joint and several. Seller Initials Page 3 of 4 Buyer Initials

12, NOTICES. All notices given pursuant to this Agreement shall be communicated in writing, by certified or electronic mail, and shall be deemed given upon actual receipt. Notices shall be addressed as follows: To Seller: City of Brooklyn 8000 Memphis Ave. Brooklyn, Ohio 44144 Attn.: Law Director Telephone: (216) 635-4223 Email: kbutler@brooklynohio.gov To Buyer: AYC Investments LLC 5908 Lawn Ave. Cleveland, Ohio 44102 Attn.: Telephone: Email: Seller: Buyer: CITY OF BROOKLYN AYC INVESTMENTS LLC By: By: Mayor Ron Van Kirk Its: Date: , 2025 Date: , 2025 Seller Initials Page 4 of 4 Buyer Initials

EXHIBIT A (Legal Description of Property) [to be provided] [Exhibit A]

EXHIBIT B (Buyer Improvements) [see preliminary designs attached] [Exhibit B]

agreement in recordable form terminating the Right to Repurchase as to such property and shall deliver the same to Grantee. (c) If Grantor exercises the Right to Repurchase in accordance with the terms hereof, then the consummation of such transaction (hereinafter referred to as “Repurchase Closing”) will occur in the offices of Grantor’s law director on that date which is 60 days after the delivery to Grantee of the exercise notice or such earlier date upon which Grantor and Grantee agree. (d) At the Repurchase Closing, Grantee shall execute and deliver to Grantor: (i) a quit-claim deed conveying title to the Property to Grantor, subject only to such other matters estab- lished against title after the date of Closing with the express written consent of Grantor (except financing liens established at or after Closing, which Grantee shall discharge prior to or at the time of the re-conveyance); (ii) such other documents, certificates, instruments and the like, as may be required by the Title Company to issue a policy of title insurance subject only to the Permitted Exceptions, with all standard exceptions removed; and (iii) possession of the Property, subject to the matters permitted hereunder. (e) In the event that Grantor elects to exercise the Right to Repurchase in accordance herewith, the purchase price for the Property (hereinafter referred to as the “Repurchase Price”) shall be whatever amounts Grantee shall have paid to Grantor by the Closing Date for Grantee’s purchase of the property, including any deposits, cash and principal and interest paid by Grantee to Grantor under the terms of the purchase agreement between Grantee and Gran- tor and mortgage note from Grantee to Grantor plus the fair market value of any improve- ments to the Property made by the Buyer but in no event less than the amount due under the Construction Mortgage. Grantor shall deliver the Repurchase Price to the Title Com- pany in cash or other funds available for immediate credit to Grantee. Closing costs shall be shared by the Grantor and the Grantee according to the custom of the jurisdiction in which the Property is located. [Exhibit C]



1. EXHIBIT C (Deed Restrictions Language) Permitted Use. The improvements to be constructed by Grantee on the Property (the “Improve- ments”) shall be a Single-Family Residence, which shall have been previously approved by Grantor. As used herein, “Single-Family Residence” means a dwelling that is a building de- signed or arranged for use by a single family consisting of one dwelling unit only. Additionally, Grantee’s successors or assigns, for a period of not less than three years following Grantee’s transfer of the Property or Grantee’s conveyance of a majority interest in Grantee to a successor or assign, shall (a) only inhabit or use any occupied structure on the Property as a Owner-Occu- pied, Primary Residence; and (b) not rent or lease the Property or any improvements on the Property to tenants. As used herein, ““Owner-Occupied, Primary Residence” means a dwelling unit that is (2) owned by at least one natural person who either resides on a permanent basis in the dwelling or who has an immediate family member residing on a permanent basis in the dwell- ing; or who is a trustee of a trust, at least one of whose beneficiaries is a natural person residing on a permanent basis in the dwelling; or who is the adult child of at least one natural person residing on a permanent basis in the dwelling. Grantor Approval. Prior to the construction of the Improvements on the Property, the party or parties constructing the initial Improvements shall submit to Grantor a site plan and building layout in connection with the initial Improvements to be constructed on the Property for the review and written approval of the Grantor, which review and approval shall not be unreason- ably withheld, conditioned or delayed by Grantor. Repurchase Right. The Property and any and all rights and interests appurtenant thereto are subject to the Right to Repurchase (as defined herein) held by Grantor, its successors and as- signs, on the following terms and conditions: (a) Grantor has reserved and does hereby reserve unto itself, its successors and assigns, and Grantee does hereby grant and convey to Grantor, its successors and assigns, the right and option, but not the obligation, to repurchase the Property as set forth below from Grantee (hereinafter referred to as the “Right to Repurchase”), for the Repurchase Price (as herein- after defined) and on the other terms and conditions hereof if (1) Grantee fails to commence construction of the Improvements on or before the expiration of the twelfth full calendar month after the date of the Closing (for purposes of the Right to Repurchase set forth in this Deed the date of Closing shall be deemed the date of this Deed), or (ii) Grantee fails to complete construction of for delivery to an arm’s-length purchaser not later than the date that is the 24-month anniversary of the date of Closing (any of the deadlines in items (i) and (ii) (hereinafter referred to as the “Commencement Deadline”); provided, however, that in the event of Acts of God, strikes, terrorism, war, unavailability of materials or any other cause outside the reasonable control of Grantee, the Commencement Deadline shall be reasonably extended to reflect the time loss due to the unexpected delay and the time to complete the same using reasonably prompt diligence. Grantor must exercise the Right to Repurchase by written notice to Grantee delivered within six full calendar months after the Commencement Deadline. [Exhibit C]

(b) If Grantor fails to deliver timely the required notice under paragraph (a), then the Right to Repurchase thereupon automatically ceases and terminates and is of no further force and effect without any further action by any of the parties. The Right to Repurchase set forth herein shall automatically cease, and terminate upon Grantee’s transfer of any portion of the Property to a third-party, but only as to such portion of the Property, without any further action on any part of the parties hereto; provided, however, that then Grantor shall, upon the request of Grantee or its successor-in-title, at Grantee’s cost, execute a termination agreement in recordable form terminating the Right to Repurchase as to such property and shall deliver the same to Grantee. (c) If Grantor exercises the Right to Repurchase in accordance with the terms hereof, then the consummation of such transaction (hereinafter referred to as “Repurchase Closing”) will occur in the offices of Grantor’s law director on that date which is 60 days after the delivery to Grantee of the exercise notice or such earlier date upon which Grantor and Grantee agree. (d) At the Repurchase Closing, Grantee shall execute and deliver to Grantor: (i) a quit-claim deed conveying title to the Property to Grantor, subject only to such other matters estab- lished against title after the date of Closing with the express written consent of Grantor (except financing liens established at or after Closing, which Grantee shall discharge prior to or at the time of the re-conveyance); (ii) such other documents, certificates, instruments and the like, as may be required by the Title Company to issue a policy of title insurance subject only to the Permitted Exceptions, with all standard exceptions removed; and (iii) possession of the Property, subject to the matters permitted hereunder. (e) In the event that Grantor elects to exercise the Right to Repurchase in accordance herewith, the purchase price for the Property (hereinafter referred to as the “Repurchase Price”) shall be whatever amounts Grantee shall have paid to Grantor by the Closing Date for Grantee’s purchase of the property, including any deposits, cash and principal and interest paid by Grantee to Grantor under the terms of the purchase agreement between Grantee and Gran- tor and mortgage note from Grantee to Grantor plus the fair market value of any improve- ments to the Property made by the Buyer but in no event less than the amount due under the Construction Mortgage. Grantor shall deliver the Repurchase Price to the Title Com- pany in cash or other funds available for immediate credit to Grantee. Closing costs shall be shared by the Grantor and the Grantee according to the custom of the jurisdiction in which the Property is located. Covenants to Run with Land: Expiration. Grantor and Grantee intend for these covenants to run with the land and bind Grantee, its successors, permitted assigns, and all successors in title to or interest in the Property to the fullest extent permitted by law and equity. These covenants shall expire, automatically terminate, and be of no further force or effect by their own terms. Before any deadline or expiration found in these covenants, Grantor may also waive the cove- nants, in full or in part, in a signed writing. . Default. If Grantee, or any of its successors or assigns, fails to observe or perform any of these covenants, then Grantor, or its successors or assigns, may pursue any or all remedies available in law or in equity, including injunctive relief and in addition to any relief provided for else- where herein, in the courts of the State of Ohio. The Grantor’s failure to enforce any term or [Exhibit C]

provision of the covenants shall not be deemed a waiver of the Grantor’s right to enforce such term or provision. . No Merger. Grantor and Grantee have entered into a purchase and sale agreement for the trans- fer of the Property. None of the terms of that purchase and sale agreement shall be deemed merged into this deed. Subsequent Transfers of the Property. Grantee shall include specific reference to these cove- nants in any instrument transferring Grantee’s interest in the Property. [Exhibit C]



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