City Council

City of Middleburg Heights,Ohio Council Agenda Febraary 23,2021 7:00 P.M.REGULAR MEETING CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE Minutes ofthe Regular Meeting ofFebruary 9,2021 Minutes ofthe Executive Session ofFebruary 9,2021 COMMUNICATIONS Memorandum from Planning Commission dated February 10, 2021 recommending approval of ordinance no. 2020-100 amending zoning code section 1140 entitled mixed use districts with the suggestion that tattoo parlors be added to the list ofprohibited uses. AUDIENCE PARTICIPATION APPOINTMENTS AND CONFIRMATIONS ORDINANCES,RESOLUTIONS AND MOTIONS 1. City Parks, Recreation & Services Committee- Mr. Ali, Chairman 2. Finance, Taxation & Assessments Committee- Mr. Bortolotto, Chairman 3. Legislation & Rules Committee- Mr. Ference, Chairman 4. Public Health, Safety & Relief Committee — Mr. McGregor, Chairman 5. Public Improvements Committee- Mr. Sage, Chairman 6. Streets, Utilities & Railroad Committee- Mr. Meany,Chairman 7. Zoning & Building Code Committee - Mr. Grech, Chairman MAYOR’S REPORT 1. Law Director 2. Finance Director 3. Recreation Director 4. Economic Development Director 5. Service Director 6. Executive Assistant ADJOURNMENT  City of Middleburg Heights,Ohio Council Agenda Febniary 23,2021 Page 2 2020 PENDING LEGISLATION 32 Grech An Ordinance amending Section 1133.14 of the Middleburg 1st. Rdg. 3-24-20 Heights Zoning Code. Refer to Planning 3-24-20 2nd. Rdg. 6-9-20 Pub. Hrg. 9-8-20 100 Mayor Castelli An Ordinance amending Chapter 1140 Mixed Use(MU)Districts 1st. Rdg. 12-22-20 ofthe Zoning Code ofthe City of Middleburg Heights. Refer to Planning 12-22-20 2nd. Rdg. 1-12-21 2021 PENDING LEGISLATION UN-NUMBERED LEGISLATION Mayor Castelli An Ordinance authorizing the nfiayor and finance director to enter into a purchase agreement for the purchase of certain real estate in the City of Middleburg Heists to be used for the construction of Abram Greek detention basins near Big Creek Parkway Project and declaring an emergency. (6991 Big Creek Parkway) Mayor Castelli An Ordinance authorizing the mayor and finance director to enter into a purchase agreement for the purchase of certain real estate in the City of Middleburg Heights to be used for the construction of Abram Creek detention basins near Big Creek Parkway Project and declaring an emergency. (7074 Pearl Road)  City of Middleburg Heights, Ohio Council Agenda Febmary 23, 2021 Page 3 ZONING & BUILDING CODE COMMITTEE - Mr. Grech. Chairman 9-24-19 Discussion regarding ordinance regulating fences FINANCE. TAXATION & ASSESSMENTS COMMITTEE - Mr. Bortolotto. Chairman CITY PARKS. RECREATION & SERVICES COMMITTEE - Mr, Ali. Chairman 2-13-18 Dog Park 11-13-18 Ordinance No. 2018-92, Dedicated space for seniors in community center 2-26-19 Proposed Charter Amendments - mayor term limits/firing of directors LEGISLATION & RULES COMMITTEE - Mr. Ference. Chairman 2-26-13 Vote Abstention Rule 9-10-19 Term Limits PUBLIC HEALTH.SAFETY & RELIEF COMMITTEE - Mr. McGregor. Chairman 9-22-20 Hotel/Motel Security Legislation PUBLIC IMPROVEMENTS COMMITTEE - Mr. Dan Sage. Chairman 6-26-12 Police Department Expansion Project or new facility STREETS. UTILITIES & RAILROAD COMMITTEE - Mr. Meanv. Chairman 1-22-19 Letter from Diane Bickett, Executive Director, dated January 7, 2019 regarding ratification of the Cuyahoga County Solid Waste Management Plan update AD-HOC COMMITTEE 12-22-09 Preservation of the Little Red School House February 23, 2021 Regular Council Meeting Tue, Feb 23, 2021 7:00 PM - 8:00 PM (EST) Please join my meeting from your computer,tablet or smartphone. https://global.gotomeeting.com/ioin/418657925 You can also dial in using your phone. United States: +1(872) 240-3212 Access Code:418-657-925 Join from a video-conferencing room or system. Dial in or type: 67.217.95.2 or inroomlink.goto.com Meeting ID: 418 657 925 Or dial directly: 418657925(5)67.217.95.2 or 67.217.95.2##418657925 New to GoToMeeting? Get the app now and be ready when your first meeting starts: https://global.gotomeeting.com/install/418657925  Boards and Commissions City of Middleburg Heights 15700 Bagley Road • Middleburg Heights, Ohio 44130 • 440-239-6252 • Fax 440-234-9092 kearley@middleburgheights.com Kim Earley Norman H. Herwerden Secretary Building Commissioner MEMORANDUM TO; MARY ANN MEOLA,CLERK OF COUNCIL FROM: KIM EARLEY,PLANNING COMMISSION SECRETARY DATE: FEBRUARY 10, 2021 SUBJECT: ORDINANCE 2020-100 At the regularly scheduled Planning Commission meeting on February 10, 2021 members voted to recommend approval of Ordinance 2020-100 amending Zoning Code Section 1140 entitled Mixed Use(MU)Districts with the suggestion that tattoo parlors be added to the list of prohibited uses found in Section 1140.03. Planning Commission • Board of Zoning and Building Appeals  DEUVERED FEB ) 5 m P.P. No. 372-23-030 6991 Big Creek Parkway CITY OF MIDDLEBURG HEIGHTS, OHIO Ordinance No. 2021- Introduced By: Mayor Matthew Castelli AN ORDINANCE AUTHORIZING THE MAYOR AND FINANCE DIRECTOR TO ENTER INTO A PURCHASE AGREEMENT FOR THE PURCHASE OF CERTAIN REAL ESTATE IN THE CITY OF MIDDLEBURG HEIGHTS TO BE USED FOR THE CONSTRUCTION OF ABRAM CREEK DETENTION BASINS NEAR BIG CREEK PARKWAY PROJECT AND DECLARING AN EMERGENCY WHEREAS, flooding of public and private property has been a concern throughout the City of Middleburg Heights (“City”)for many years; and WHEREAS, it is the desire of the Mayor and Council to work towards the elimination of all flooding concerns within the City and to improve stormwater management within the City; and WHEREAS, the acquisition of this parcel of land will allow the City to proceed with certain necessary improvements to increase stormwater detention capacity to reduce flooding within the City. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF MIDDLEBURG HEIGHTS, STATE OF OHIO, AS FOLLOWS; Section 1: That the Mayor and Finance Director are hereby authorized to enter into a purchase agreement, a copy of which is attached hereto and marked “Exhibit A”, for the purchase of certain real estate and improvements in the City of Middleburg Heights. Section 2; That there is hereby appropriated from the Streets/Infrastructure Improvements Fund $235,000.00 for the purchase of a certain parcel of real estate, closing costs and related fees, expenses and demolition and removal improvements on said parcel. Section 3: It is hereby found and determined that all formal actions of this Council concerning and relating to the passage of this Ordinance were adopted in an open meeting of this Council, and that all deliberations of this Council and any of its committees that resulted in such formal actions were in meetings open to the public, in compliance with all legal requirements, including Chapter 107 of the Middleburg Heights Code and Section 121.22 of the Ohio Revised Code. Section 4: That this Ordinance is hereby declared to be an emergency measure immediately necessary for the preservation of the public peace, health, safety and welfare of said City. Wherefore, provided this Ordinance receives the affirmative vote of at least two-thirds (2/3) of the members of Council it shall take effect and be in force immediately upon its passage and approval by the Mayor. Passed; President of Council Attest: Approved On: Clerk of Council Presented to Mayor: Mayor Yea Nay Bortolotto Ali Sage Meany McGregor Ference Grech  REAL ESTATE PURCHASE AGREEMENT AND ESCROW UVSTRUCIIONS pus Real fetate Purchase Agreement and Escrow Instmctions (the "Agreement"), made oy^d between Gino Zomparelli who with his heirs, legal and estate representatives, assigns and/or successors, is herein called "SeUer," and the City of Middlebuig Heights, an ($io ^V 1 JrlA 11 which with its successors and assigns is herein called "Buyer," is to WHEREAS Seller desires to sell certain real estate, including the land and aU rights, privileges and beneficial easements appertaining thereto of which are herein clled the Parkway,Middlebui^ Heights,Ohio,44130, being Permanent Parcel No. 372-23-030, and as more fiilly descnbed on Exhibit A,which is attached hereto and incorporated herein by reference- and ^ purchase the Real Estate fi-om Seller upon the terms and conditions set forth m this Agreement. in consideration ofthe mutual covenants Agre^ent and for other valuable consideration (the receipt and L Purchase and Sale ofReal EsfafP (a) purclrasedteRealEsta^rm'^U^S^.^lie'^^l^^^^ P”oe for the Real Estate(herein caUed the "Purchase Price") IS &e sum oftwo huncked thirty-five thousand dollars($235,000.00),allocated between land and improvements m the same ratio as allocated by the Cuyahoga County Auditor. ^ _ ,.. ,(c) Seller hereby agrees that Seller's spouse,if any, shaU enter into and e^ute th^Agreement, Ae Deed(defined below), and any other documents necessary to to Agreement,to release his/her dower rights, ifapphcable,in and 2. Closing Date and Escrow Agent (a) thi A .u n ^ Otherwise expressly stated herein, all transactions contemplated ^"'.deposits have been made,but in no later (the Closing” or the "Closmg Date"). The Closing Date shall be March j1,zUz1, or as mutually agreed m wnting by the Parties. HhinAAmn oti(b)iiu Escrow Services, Inc.,400 W.Bagley Road, Berea, Ohio 44017,shall be the escrow agent(herem called the "Escrow Agent" and/or "Title ^ Con^any ),subject to Escrow Agent's standard conditions for the acceptance ofescrow except as otherwise expressly provided herein. ’ 1  3. Seller’s Deposits in Escrow. SelW.! onnH Closing Date, Seller shall deposit in escrow with Escrow Agent and general wananty deed (herein called the 'Deed") conveyme the Real ^ which to areBuyer a hen,fioe ^d clear or which of^ have not beenhens ot the auditor orexcept and encumbiances certified toes Slssm^te which have been certified but w restnchons, and except easements, restrictions, ^deferred, Zto conditions, covenants, anSdtationS Payment of Real Estate Purchase Price and Buyer’s Deposits in Escrnw. reaso^ly r^iuired by the Escrow Agent and the title insurer and reasZbly necessary to hMdCT hereunder, and the financmg mvolved m ^ this transaction. insZnce re^ed 5. Escrow Instructions. mciiran^,- tAT Company is prepared to issue an owner's pohcy of title F A*® Purchase Price to Buyer insuring rZketable ^ encumbmnces, except for ZwS Z covermts and all other standard Schedule B exceptions,and if r any)for record and shall: Deed and mortgage (if Agent shall file the P,,r^F D^- f search and title insurance pohcy, based upon ofone-half(1/2)ofthe cost or $500.00 of the sane to SeUer and the balance ofthe cost of the same to Buyer; charge the cost ofthi“™e t^Slkn oftransfer and actc^oc^ . . ^,(“i)^Pforatmg toes and assessments to the date oftransfer(toes and assessinents riot yet due and paj^le shah be computed on the basis of the last certified to rate ^d vduahon), pay to Buyw the ^ount ofsaid prorated toes and assessments which are a hen, but not yet due and payable, and charge the cost ofthe same to Seller- T> 1 cEstateP^y transfer of the Real and auditor's charge thetunsfer to and conveyance fee with respect to the cost of the same to Buyer; r^hcr-rr^ +in f 4.U recorduig the Deed and the mortgage, if any, and charge the cost of the same to Buyer; y, A u .u W discharge any existing mortgages and hens of record, and charge the cost of the same to Seller; instracPons andA pay balance duebdmce, Seller inifaccordance any, due Buyer in accordance with Buyer’s with Seller's instructions; and  (viii)Deliver to Buyer the Deed. nrr.m«fi ^ ^ Estate, Escfow Agent shall promptly no% Seller and Seller shall have thirty (30) days thereafter to cure such defect in which case the Closing Date shall be as shortly as possible after such defect is cured. Ifthe same ?!‘^^^Jwithm ^ch period, this Agreement at Buyefs option, shall be null, void, and ofno ettect and Esctow Agrat and Seller shaft return to each party depositing the same aft funds and documrats and Seller shall pay any expenses then incuned for review oftitle to the Real Estate. If Bityer(K^ not elect to rescind this transaction, it shall be closed as provided herein as ifsaid title detect did not occin. For the purpose of this Agreement, a title defect is not any lien or encumbrance which is an exception to the warranty covenant ofthe Deed 6. Representations and Warranties- . or entity, identified as Seller heremrepresents and warrants that: a)the individual,individuals, above is the fee simple owner ofthe Real Estate- and (ii) no other mdividu^, or entities own or have any interest in and to the Real Estate; and (iii) Seller s spouse, if any, has executed this Agreement to release his/her dower rights if QosSg^^'^ ™ Section 2 hereof This representation and warranty .shall survive the for i, 44 u- acknowledges that Buyer has thoroughly examined the Real Estate tor such matteis which Buyer deemed necessaiy and ofa concern to Buyer, and that Buver has ^ the Real E^te. Seller makes no representations or wananties conca^g Je Real Estate, ite condition, or its fitness for Buyer's purposes, except as expressly Ai T ALJL FAULl S condition. Estate in an "AS IS, WHERE IS, MTH 7. of Too 1, 11 j^skofLoss In the event ofany damage Date. or injmy to the Real Estate, the risk ofloss shaft be borne by Seller up to the Closing 8. Miscellaneous. (a) Buyer shaft have exclusive possession ofthe Real Estate on the date fee title transfers to Buyer. , . (b). , No waiver by Seller or Buyer and no refusal or neglect of Seller or Buyer to exercise my nght hereunder or to insist upon strict compliance with the terms of ims any . • j(c) 1 acknowledge that no real estate commission is involved in this transaction and ^ch p^shall mdemnify and hold harmless the other in the event the latter paitv pays a commission or findefs fee as a result ofany contract entered into by the former party. ^ U 4 vu Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements emitieTSf^SsTn^u®^’ of the indmduals ’ entities compnsmg Seller shall be jomt understandings. and several. The obftgations or 3  Trc.rco 1 puiposcs oftiiis Agreement,the plural includes the singular and vice- versa and the masculme,femmme,and neuter include each other. same. (f) The date oflhis Agreement shall be date that the last ofthe Parties executes Agreement may not be amended or modified except by a written agreement that specifically references this Agreement and is signed by each ofthe parties hereto, Addendum A. (h) Seller may remove fi-om the real estate items listed and described in the date'Ts)'SSbS'^’'’^ Agreementto be executed as of Gino Zomparelh,"Seller' City ofMiddleburg Heights "Buyer' By: sen^'23^' Matthew J. Castelli, Mayor Date: 2-/05Jz I Date: Seller’s Address: Buyer’s Address: 7090 Pearl Road 15700 Bagley Road Middleburg Heights, OH 44130 Middleburg Heights, OH 44130 4  Addendum A Alterations to Premises. Whereas the Buyer intends to demolish the stmctures on the real estate premises, the Buyer shall pemut the Seller, without any reduction in the selling price to take possession of and to remove any building material including the following, but not Imuted to, any fixtures, equipment, plumbing, mechamcals, cabinets, doors,lighting, sinks appliances, siding, facia, soffit, gutters, downspouts, garage doors,and garage door opener. The Seller shall complete the removal of any of the above-mentioned items no later than May 10, 2021 or date agreed to in writing by the parties. / 21L I pare] Matthew J. Castelli, Mayor  P.P. No. 372-23-029 DELIVERED FEB 1 6 7074 Pearl Road CITY OF MIDDLEBURG HEIGHTS, OHIO Ordinance No. 2021- Introduced By: Mayor Matthew Castelli AN ORDINANCE AUTHORIZING THE MAYOR AND FINANCE DIRECTOR TO ENTER INTO A PURCHASE AGREEMENT FOR THE PURCHASE OF CERTAIN REAL ESTATE IN THE CITY OF MIDDLEBURG HEIGHTS TO BE USED FOR THE CONSTRUCTION OF ABRAM CREEK DETENTION BASINS NEAR BIG CREEK PARKWAY PROJECT AND DECLARING AN EMERGENCY WHEREAS, flooding of public and private property has been a concern throughout the City of Middleburg Heights (“City”) for many years; and WHEREAS, it is the desire of the Mayor and Council to work towards the elimination of all flooding concerns within the City and to improve stormwater management within the City; and WHEREAS, the acquisition of this parcel of land will allow the City to proceed with certain necessary improvements to increase stormwater detention capacity to reduce flooding within the City. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF MIDDLEBURG HEIGHTS, STATE OF OHIO, AS FOLLOWS: Section 1; That the Mayor and Finance Director are hereby authorized to enter into a purchase agreement, a copy of which is attached hereto and marked “Exhibit A”, for the purchase of certain real estate and improvements in the City of Middleburg Heights. Section 2: That there is hereby appropriated from the Streets/Infrastructure Improvements Fund $215,000.00 for the purchase of a certain parcel of real estate, closing costs and related fees, expenses and demolition and removal improvements on said parcel. Section 3: It is hereby found and determined that all formal actions of this Council concerning and relating to the passage of this Ordinance were adopted in an open meeting of this Council, and that all deliberations of this Council and any of its committees that resulted in such formal actions were in meetings open to the public, in compliance with all legal requirements, including Chapter 107 of the Middleburg Heights Code and Section 121.22 of the Ohio Revised Code. Section 4: That this Ordinance is hereby declared to be an emergency measure immediately necessary for the preservation of the public peace, health, safety and welfare of said City. Wherefore, provided this Ordinance receives the affirmative vote of at least two-thirds (2/3) of the members of Council it shall take effect and be in force immediately upon its passage and approval by the Mayor. Passed: President of Council Attest: Approved On: Clerk of Council Presented to Mayor: Mayor Yea Nay Bortolotto Ali Sage Meany McGregor Ference Grech  REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUdlONS This Real Estate Purchase Agreement and Escrow Instmctions (the "Agreement"), made by and between Gino Zomparelli who with his heirs, legal and estate representatives, assigns, and/or successors, is herein called "Seller," and the City of Middleburg Heights, an Ohio municipal corporation, which with its successors and assigns is herein called "Buyer," is to EVIDENCE THAT: WHEREAS, Seller desires to sell certain real estate, including the land and all appurtenances, hereditaments, rights, privileges and beneficial easements appertaining thereto and all structures, improvements and flora located thereon (aU of which are herein called the "Real Estate") located at 7074 Pearl Road, Middleburg Heights, Ohio,44130, being further known as Cuyahoga County Permanent Parcel No.372-23-029, and as more fully described on Exhibit A,which is attached hereto and incorporated herein by reference; and WHEREAS,Buyer desires to purchase the Real Estate fi-om Seller upon the terms and conditions set forth in this Agreement. NOW,THEREFO]^,subject to the foregoing, in consideration ofthe mutual covenants and promises made in this Agreement and for other valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Seller and Buyer(collectively referred to herein as the "Parties") hereby agree as follows: 1. Purchase and Sale ofReal Estate, (a) Seller shall sell and convey the Real Estate to Buyer and Buyer shall purchase the Real Estate from Seller pursuant to the terms and conditions hereof (b) The purchase price for the Real Estate(herein called the "Purchase Price") IS the sum oftwo hundred fifteen thousand dollars($215,000.00), allocated between land and improvements in the same ratio as allocated by the Cuyahoga County Auditor, (c) Seller hereby agrees that Seller's spouse, if any, shall enter into and execute this Agreement,the Deed(defined below),and any other documents necessary to effectuate the purposes ofthis Agreement,to release his/her dower rights, ifapplicable, in and to the Real Estate. 2. Closing Date and Escrow Agent (a) Except as otherwise expressly stated herein, all transactions contemplated by this Agreement shall be made after all escrow deposits have been made,but in no event later than September 30,2021 (the "Closing" or the "Closing Date"). The Closing Date shaU be September 30,2021, or as mutually agreed in writing by the Parties, (b) Maximum Title & Escrow Services, Inc., 400 W.Bagley Road,Berea, Ohio 44017,shall be the escrow agent(herein called the "Escrow Agent" and/or "Title Company"),subject to Escrow Agent's standard conditions for the acceptance ofescrow, except as otherwise expressly provided herein. 1  3. Seller’s Deposits in Escrow. On or before the Closing Date, Seller shall deposit in escrow with Escrow Agent Sellers good and sufficient general wanpty deed (herein called Ihe "Deed") conveying the Real Estate to Buyer free and clear of all hens and encumbrances except taxes and assessments, which are a hen, or which have not been certified to the auditor or which have been certified but have not b^ placed on the duphcate or have been deferred, but not yet due and pay^le, excqDt zoning restrictions, and except easements, restrictions, conditions, covenants, and limitations of record. 4. Payment of Real Estate Purchase Price and Buyer's Deposits in Escrow. On or before the Closing Date, Buyer shah deposit in escrow with Escrow Agent in immediately available United States funds the Purchase Price, and any and ah documents reasonably reqmred by the Escrow Agent and the title insurer and reasonably necessary to provide for the establishment and closing of escrow, the issuance of the title insurance required hereunder, and the financing involved in this transaction. 5. Escrow Instructions, (a) If and when Title Company is prepared to issue an owner's pohcy of title insurance(ALTA Form 200Q in the amount of the Purchase Price to Buyer insuring marketable title to the Real Estate to be in Buyer, free and clear of ah hens and encumbrances, except for the exceptions to the Deed warranty covenants and ah other standard Schedule B exceptions, and if and when Seher and Buyer have made ah escrow deposits required. Escrow Agent shall file the Deed and mortgage (if any)for record and shall: (i) Pay the cost of the title search and title insmance pohcy, based upon the Purchase Price, and charge the lesser ofone-half(1/2) ofthe cost or $500.00 of the same to Seher and the balance ofthe cost of the same to Buyer; (ii)Pay taxes and assessments due and payable on the date oftransfer and charge the cost of the same to Seher; (iii) After prorating taxes and assessments to the date oftransfer(taxes and assessments not yet due and payable sh^ be computed on the basis of the last certifi^ tax rate and valuation), pay to Buyer the amount of said prorated taxes and assessments which are a hen, but not yet due and payable, and charge the cost of the same to Seller; (iv) Pay auditor’s transfer tax and conveyance fee with respect to the transfer ofthe Real Estate and charge the cost of the same to Buyer; (v) Pay the cost of recording the Deed and the mortgage, if any, and charge the cost of the same to Buyer; (vi) Sahsfy and discharge any existing mortgages and hens of record. and charge the cost of the same to Seller; (vu) Pay balance, if any, due Buyer in accordance with Buyer's instmctions and pay balance due Seller in accordance with Seller's instructions; and 2  (viii) Deliver to Buyer the Deed, (b) In the event of a defect in title to the Real Estate, Escrow Agent shall promptly notify Seller and Seller shall have thirty (30) days thereafter to cure such defect, in which case the Closing Date shall be as shortly as possible after such defect is cured. Ifthe same is not cured Avithin such period, this Agreement, at Buyer's option, shall be nuU, voH and of no effect and Escrow Agent and Seller shall return to each party depositing the same all funds and documents and Seller shall pay any expenses then incurred for review of title to the Real Estate. If Buyer does not elect to rescind this transaction, it shall be closed as provided herein as if said title defect did not occiu. For the purpose of this Agreement, a title defect is not any lien or encumbrance which is an exception to the warranty covenant ofthe Deed. 6. Representations and Warranties, (a) Seller hereby represents and warrants that: (i) the individual, individuals, or entity, identified as "Seller" herein above is the fee simple owner of the Real Estate; and (ii) no other individuals, or entities own or have any interest in and to the Real Estate; and (iii) Seller's spouse, if any, has executed this Agreement to release his/her dower rights, if applicable, as set forth in Section 2 hereof This representation and warranty shall survive the Closing. (b) Buyer acknowledges that Buyer has thoroughly examined the Real Estate for such matters which Buyer deemed necessary and of a concern to Buyer, and that Buyer has had fun and unimpeded access to the Real Estate. Seller makes no representations or warranties concerning the R^ Estate, its condition, or its fitness for Buyer's purposes, except as expressly set forth in this Agreement, Buyer shall take the Real Estate in an "AS IS, WHERE IS, WITH ALL FAULTS" condition. 7. Risk ofLoss. In the event ofany damage or injury to the Real Estate, the risk of loss shall be borne by Seller up to the Closing Date. 8. Miscellaneous. (a) Buyer shall have exclusive possession of the Real Estate on the date fee title transfers to Buyer. Seller acknowledges and represents that at closing, the Real Estate premises will be vacant, not leased nor rented, and will be free of tenant(s), or any claims to the use of real estate by any tenant(s), and free of all claims fi"om any former tenant(s) of the real estate. Should Seller or any tenant(s) remain on the premises after the date of closing without written permission of Buyer, Seller agrees to indemnify Buyer for any related expenses, and in addition, agrees to pay additional damages of|§50.00 per ’ ^ day until Seller and/or Tenant relinquishes possession of the premises to Buyer, (b) No waiver by Seller or Buyer and no refusal or neglect of Seller or Buyer to exercise any right hereunder or to insist upon strict compliance with the terms of mis Agreement shall constitute a waiver of any provision of this Agreement with respect to any subsequent breach thereof (c) The Partly acknowledge that no real estate commission is involved in this transaction and each party shall indemnify and hold harmless the other in the event the latter party pays a commission or finder's fee as a result ofany contract entered into by the former party. 3  This Agreement constitutes the entire agreement between the Parties hereto with respect to the Real Estate and supersedes all prior and contemporaneous agreements, representations, warranties, promises and understandings. The obligations of the individuals or entities comprising Seller shall be joint and several, (e) For purposes ofthis Agreement,the plural includes the singular and vice- versa and the masculine, feminine, and neuter include each other. (Q The date ofthis Agreement shall be date that the last ofthe Parties executes same. (g) This Agreement may not be amended or modified except by a written agreement that specifically references this Agreement and is signed by each ofthe parties hereto, (h) Seller may remove from the real estate items listed and described in Addendum A. IN WITNESS WHEREOF,Seller and Buyer have caused this Agreement to be executed as of the date(s) set forth below. Gino Zomparelli,"Seller' City of Middleburg Heights "Buyer' 1 a - By: 1 Sejfe:,:'3 Matthew J. CasteUi, Mayor Date: Z/c372-/ Date: Seller’s Address: Buyer’s Address: 7090 Pearl Road 15700 Bagley Road Middleburg Heights, OH 44130 Middleburg Heights, OH 44130 4