Special City Council Meeting

City of Parma Heights Special Council Meeting 6281 Pearl Road Monday, August 12, 2024 7:15 PM ROLL CALL PLEDGE OF ALLEGIANCE MISCELLANEOUS BUSINESS ADJOURN TO EXECUTIVE SESSION TO DISCUSS PENDING OR IMMINENT COURT ACTION AND TO CONSIDER THE PURCHASE OR SALE OF PROPERTY. NEW BUSINESS 1. RESOLUTION NO. 2024 – 56 A RESOLUTION AUTHORIZING THE ADMINISTRATION TO CONSENT TO THE MATERIAL TERMS OF THE KROGER SETTLEMENT IN CONNECTION WITH THE OPIOID EPIDEMIC LITIGATION, PURSUANT TO THE ONE OHIO MEMORANDUM OF UNDERSTANDING, AUTHORIZING THE ADMINISTRATION TO EXECUTE A SUBDIVISION PARTICIPATION AND RELEASE FORM FOR THE KROGER SETTLEMENT, AND DECLARING AN EMERGENCY 2. ORDINANCE NO. 2024 – 57 AN ORDINANCE AUTHORIZING THE ADMINISTRATION TO PROCEED WITH A LOT SPLIT OF CITY-OWNED PROPERTY LOCATED AT 6188 PEARL ROAD IN THE CITY OF PARMA HEIGHTS, AND DECLARING AN EMERGENCY 3. ORDINANCE NO. 2024 – 58 AN ORDINANCE DIRECTING THAT THE REAL PROPERTY OWNED BY THE CITY OF PARMA HEIGHTS AND KNOWN AS PORTIONS OF PPNS 471-17-023, 471-17-025, 471-17- 027, AND 471-17-028, TOTALING APPROXIMATELY 2.8713 ACRES, BE SOLD TO THE CUYAHOGA COUNTY PUBLIC LIBRARY, AND FURTHER AUTHORIZING THE ADMINISTRATION TO EXECUTE A REAL ESTATE PURCHASE AGREEMENT AND ALL OTHER DOCUMENTS REQUIRED TO EFFECTUATE SAID SALE, AND DECLARING AN EMERGENCY 4. RESOLUTION NO. 2024 - 59 A RESOLUTION ASSESSING THE COST OF ABATING A CERTAIN NUISANCE, AND DECLARING AN EMERGENCY ADJOURNMENT City of Parma Heights 6281 Pearl Road Parma Heights, OH 44130  RESOLUTION NO. 2024 - 56 A RESOLUTION AUTHORIZING THE ADMINISTRATION TO CONSENT TO THE MATERIAL TERMS OF THE KROGER SETTLEMENT IN CONNECTION WITH THE OPIOID EPIDEMIC LITIGATION, PURSUANT TO THE ONE OHIO MEMORANDUM OF UNDERSTANDING, AUTHORIZING THE ADMINISTRATION TO EXECUTE A SUBDIVISION PARTICIPATION AND RELEASE FORM FOR THE KROGER SETTLEMENT, AND DECLARING AN EMERGENCY WHEREAS, the State of Ohio, through its Attorney General, and certain Local Governments, including the City of Parma Heights, through their elected representatives and counsel, are separately engaged in litigation seeking to hold Opioid Pharmaceutical Supply Chain Participants accountable for the damage caused by their misfeasance, nonfeasance, and malfeasance in connection with the opioid crisis; and WHEREAS, by and through Resolution No. 2021-15, Council authorized the Administration to enter into a One Ohio Memorandum of Understanding (“MOU”) on behalf of the City for the purpose of collaboratively seeking resolution of the opioid litigation in the State of Ohio; and WHEREAS, this Council understands that an additional purpose of the MOU is to create an effective means of distributing any potential settlement funds obtained under the MOU between the State of Ohio and Local Governments in a manner and means that would promote an effective and meaningful use of the funds in abating the opioid epidemic throughout Ohio, as well as to permit collaboration and explore potentially earlier resolution of the Opioid Litigation against various companies; and WHEREAS, the MOU was collaboratively drafted to maintain all individual claims while allowing the State and Local Governments to cooperate in exploring all possible means of resolution; and WHEREAS, nothing in the MOU binds any party to a specific outcome, but rather, any resolutions under the MOU require acceptance by the State of Ohio and the Local Governments; and WHEREAS, in addition, a settlement is now being presented to the State of Ohio and Local Governments by The Kroger Co. (the “Kroger Settlement”) to resolve governmental entity claims in the State of Ohio using the structure of the aforementioned One Ohio MOU and consistent with the material terms of a March 22, 2024 Settlement Agreement with Kroger; and WHEREAS, this Council wishes to agree to the terms of the Kroger Settlement pertaining to Participating Subdivisions, in order that the City will be entitled to the benefits provided therein, including monetary payments. NOW, THEREFORE, BE IT RESOLVED, by the Council of the City of Parma Heights, County of Cuyahoga, and State of Ohio:  Section 1: That this Council hereby consents to the material terms of the Kroger Settlement pertaining to Participating Subdivisions on behalf of the City of Parma Heights, and pursuant to the terms of the One Ohio MOU. Section 2: That this Council hereby authorizes the Administration to execute the Kroger Settlement Subdivision Participation and Release Form on behalf of the City of Parma Heights, which is attached hereto as Exhibit “A” and incorporated by reference, pursuant to the terms of the One Ohio MOU. Section 3: This Council finds and determines that all formal actions of this Council concerning and relating to the adoption of this Resolution were taken in an open meeting of this Council and that all deliberations of the Council and of any of its Committees comprised of a majority of the members of the Council that resulted in those formal actions were in meeting open to the public, in compliance with the law. Section 4: This Resolution is declared to be an emergency measure necessary for the immediate preservation of the public health, safety and welfare of said City and for the further reason it is necessary to consent to the City’s participation in the proposed Kroger Settlement, in order to protect the City’s interests to ensure prompt pursuit of funds to assist in abating the opioid epidemic throughout Ohio; wherefore, this Resolution shall be in full force and effect from and immediately after its passage by Council and approval by the Mayor. PASSED: ____________________________ _______________________________ PRESIDENT OF COUNCIL ATTEST: ____________________________ _______________________________ CLERK OF COUNCIL APPROVED FILED WITH THE MAYOR: _________________________ _______________________________ MAYOR MARIE GALLO EXHIBIT A EXHIBIT K Subdivision Participation and Release Form Governmental Entity: State: Authorized Official: Address 1: Address 2: City, State, Zip: Phone: Email: The governmental entity identified above (“Governmental Entity”), in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated March 22, 2024 (“Kroger Settlement”), and acting through the undersigned authorized official, hereby elects to participate in the Kroger Settlement, release all Released Claims against all Released Entities, and agrees as follows. 1. The Governmental Entity is aware of and has reviewed the Kroger Settlement, understands that all terms in this Participation and Release Form have the meanings defined therein, and agrees that by executing this Participation and Release Form, the Governmental Entity elects to participate in the Kroger Settlement and become a Participating Subdivision as provided therein. 2. The Governmental Entity shall promptly, and in any event no later than 14 days after the Reference Date and prior to the filing of the Consent Judgment, dismiss with prejudice any Released Claims that it has filed. With respect to any Released Claims pending in In re National Prescription Opiate Litigation, MDL No. 2804, the Governmental Entity authorizes the Plaintiffs’ Executive Committee to execute and file on behalf of the Governmental Entity a Stipulation of Dismissal with Prejudice substantially in the form found at https://nationalopioidsettlement.com/. 3. The Governmental Entity agrees to the terms of the Kroger Settlement pertaining to Participating Subdivisions as defined therein. 4. By agreeing to the terms of the Kroger Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date. 5. The Governmental Entity agrees to use any monies it receives through the Kroger Settlement solely for the purposes provided therein. 6. The Governmental Entity submits to the jurisdiction of the court in the Governmental Entity’s state where the Consent Judgment is filed for purposes limited to that court’s role as provided in, and for resolving disputes to the extent provided in, the Kroger Settlement. The Governmental Entity likewise agrees to arbitrate before the National Arbitration Panel K-1  as provided in, and for resolving disputes to the extent otherwise provided in, the Kroger Settlement. 7. The Governmental Entity has the right to enforce the Kroger Settlement as provided therein. 8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Kroger Settlement, including without limitation all provisions of Section XI (Release), and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally, and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brought, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Kroger Settlement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Kroger Settlement shall be a complete bar to any Released Claim. 9. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision as set forth in the Kroger Settlement. 10. In connection with the releases provided for in the Kroger Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other jurisdiction, or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads: General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release that, if known by him or her would have materially affected his or her settlement with the debtor or released party. A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities’ decision to participate in the Kroger Settlement. K-2  11. Nothing herein is intended to modify in any way the terms of the Kroger Settlement, to which Governmental Entity hereby agrees. To the extent this Participation and Release Form is interpreted differently from the Kroger Settlement in any respect, the Kroger Settlement controls. I have all necessary power and authorization to execute this Participation and Release Form on behalf of the Governmental Entity. Signature: ______________________________ Name: ______________________________ Title: ______________________________ Date: ______________________________ K-3  ORDINANCE 2024 – 57 AN ORDINANCE AUTHORIZING THE ADMINISTRATION TO PROCEED WITH A LOT SPLIT OF CITY-OWNED PROPERTY LOCATED AT 6188 PEARL ROAD IN THE CITY OF PARMA HEIGHTS, AND DECLARING AN EMERGENCY NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Parma Heights, County of Cuyahoga and State of Ohio: Section 1. That this Council hereby authorizes the Administration to proceed with the lot split of City-owned property located at 6188 Pearl Road in the City of Parma Heights, further described in “Council Ordinance Exhibit 1”, attached hereto and incorporated by reference. Section 2. This Council finds and determines that all formal actions of this Council concerning and relating to the adoption of the Ordinance were taken in an open meeting of this Council and that all deliberations of the Council and of any of its Committees comprised of a majority of the members of the Council that resulted in those formal actions were in meetings open to the public, in compliance with the law. Section 3. This Council declares this Ordinance to be an emergency measure for the immediate preservation of the public health, peace, and safety of this Municipality and for the further reason that this measure is necessary in order to proceed with the lot split at the earliest date possible in order to further development of the land; wherefore, it shall be in full force and effect immediately after its passage by Council and approved by the Mayor. PASSED: ______________________ ________________________________ PRESIDENT OF COUNCIL ATTEST: ______________________ ________________________________ CLERK OF COUNCIL APPROVED FILED WITH THE MAYOR: __________________ ________________________________ MAYOR MARIE GALLO COUNCIL ORDINANCE EXHIBIT 1  ORDINANCE 2024 – 58 AN ORDINANCE DIRECTING THAT THE REAL PROPERTY OWNED BY THE CITY OF PARMA HEIGHTS AND KNOWN AS PORTIONS OF PPNS 471-17-023, 471-17-025, 471-17-027, AND 471-17-028, TOTALING APPROXIMATELY 2.8713 ACRES, BE SOLD TO THE CUYAHOGA COUNTY PUBLIC LIBRARY, AND FURTHER AUTHORIZING THE ADMINISTRATION TO EXECUTE A REAL ESTATE PURCHASE AGREEMENT AND ALL OTHER DOCUMENTS REQUIRED TO EFFECTUATE SAID SALE, AND DECLARING AN EMERGENCY WHEREAS, the City of Parma Heights owns land known as Permanent Parcel Numbers 471-17- 023, 471-17-025, 471-17-027, and 471-17-028; and WHEREAS, the Administration recommends that portions of PPNs 471-17-023, 471-17-025, 471- 17-027, and 471-17-028, totaling approximately 2.8713 acres, be sold to the Cuyahoga County Public Library for the establishment of a new library facility; and WHEREAS, it is accordingly the desire of this Council to authorize the Administration to negotiate the sale of city-owned property and execute any and all documents required to effectuate said sale. NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Parma Heights, County of Cuyahoga and State of Ohio: Section 1. That this Administration is hereby authorized and directed to negotiate the sale of city- owned property known as portions of PPNs 471-17-023, 471-17-025, 471-17-027, and 471-17-028, totaling approximately 2.8713 acres, and execute any and all documents required to effectuate said sale, as detailed in “Council Ordinance Exhibit 1”. Section 2. This Council finds and determines that all formal actions of this Council concerning and relating to the adoption of the Ordinance were taken in an open meeting of this Council and that all deliberations of the Council and of any of its Committees comprised of a majority of the members of the Council that resulted in those formal actions were in meetings open to the public, in compliance with the law. Section 3. This Council declares this Ordinance to be an emergency measure for the immediate preservation of the public health, peace, and safety of this Municipality and for the further reason that this measure is necessary in order to proceed with the construction of a new public library for the community; wherefore, it shall be in full force and effect immediately after its passage by Council and approved by the Mayor. PASSED: ______________________ ________________________________ PRESIDENT OF COUNCIL ATTEST: ______________________ ________________________________ CLERK OF COUNCIL APPROVED FILED WITH THE MAYOR: __________________ ________________________________ MAYOR MARIE GALLO COUNCIL ORDINANCE EXHIBIT 1 REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made and entered into this day of __________, 2024, (the “Effective Date”) by and between CUYAHOGA COUNTY PUBLIC LIBRARY (“Buyer”) and the CITY OF PARMA HEIGHTS, Ohio, an Ohio municipal corporation (“City”). Buyer and City may be referred to hereafter collectively as the “Parties” or individually as a “Party”. RECITALS: A. Buyer’s Board of Trustees has reviewed sites for the construction of new library facilities in Cuyahoga County in furtherance of its mission to be at the center of community life by providing an environment where reading, lifelong learning and civic engagement thrive. In connection with its review, Buyer desires to develop a new library branch in the City to replace an existing library branch currently located on Pearl Road in the City. B. Buyer wishes to purchase from City a 2.8713 acre piece of real property, and all appurtenances, hereditaments, rights, privileges and easements belonging or in any way appertaining thereto and located just off Pearl Road in the City of Parma Heights, Ohio, depicted as Parcel B upon the Lot Split and Consolidation Plat attached hereto as Exhibit A and made a part hereof (the “Property”). Exhibit A-1 is the legal description of Parcel B. Exhibit A also depicts Parcel A which is being retained by the City. To assure the respective parties have appropriate easements in place made necessary by the contemplated lot split for enjoyment of the split parcels, the parties will establish the following easements as part of the lot split and/or at closing of the sale: (i) a 20 foot guaranteed mutual access easement for ingress and egress to the Property (the “Access Easement”) as depicted and described in Exhibit A-2, (ii) an easement to the City for its retention of rights for a cell tower and associated improvements such as guidelines, utility lines and related (the “Cell Tower Easement”) as depicted and described in Exhibit A-3; a mutual easement for potable water as depicted and described in Exhibit A-4; a mutual storm water easement as depicted and described in Exhibit A-5; a mutual sanitary sewer easement as depicted and described in Exhibit A-6; and a mutual telecommunications easement as depicted and described in Exhibit A-7 (collectively the forgoing easements being referred to as the “Project Easements). City wishes to sell the Property to Buyer to support community amenities and resources in the City. C. Buyer plans to construct and operate an approximately 22,000 square foot building upon the Property (the “Facility”) [with approximately 16,000 sq. ft. for library use (the “Library Portion” and 6,000 sq. ft. for an ancillary tenant user (the “Centers Facility”)]. D. The Buyer agrees that, in the event that Facility is no longer being used for its intended purposes, that the Property shall revert to the City, as described in the deed attached as Exhibit B. WITNESSETH: For and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the adequacy, sufficiency, and receipt of which are 19700275_8 hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows: 1. Agreement to Sell. City shall sell, convey and assign to Buyer, and Buyer shall purchase, take and accept from City all of City’s right, title, and interest in and to the Property, as provided for and limited herein, with the exceptions and reversionary interests of the City preserved by the title, conditioned upon the Buyer’s continued use and occupation of the Property and Facility primarily as a public library, as detailed by the Warranty Deed attached as Exhibit B. The Purchase Agreement is and shall remain contingent upon the City Council’s review and approval of this Purchase Agreement to sell public property, as well as the City Planning Commission’s review and approval of a Lot Split Plat to support the Property Subdivision described in Paragraph 3 (and Exhibit A) and also a Development Plan which depicts the improvement and Facilities on the Property; and also the Buyer’s application and successful attainment of any appropriate Conditional Use Permit from the City. 2. Purchase Price. The purchase price (“Purchase Price”) for the Property shall be One Dollar ($1.00) payable in the form of immediately available funds paid on the Closing Date (as defined in Section 8). 3. Property Subdivision. (a) The Property is currently in the process of being subdivided as a separately conveyable parcel of land pursuant to applicable law. The final boundaries of the Property combined with associated legal means of ingress/egress, parking, utility access and other features shown on Exhibit A and Exhibit A-1 are required by Buyer for development and utilization of the Facility and must remain satisfactory to Buyer in its good faith discretion. As noted above, Exhibit A is, subject to site subdivision approvals currently being pursued under applicable procedures with the City. Any change to the configuration of the Property is subject to the approval of both parties. As shown on Exhibit A City is retaining the Cell Tower Easement for its benefit encompassing the boundaries of an existing cell tower site together with utility easements for all required utilities in place for the tower. The City for itself and the operator of the Cell Tower will have the right to access the Cell Tower upon roadways and drives servicing the Property. The Tower Easement retained includes the right to keep and maintain the existing guidelines securing the cell tower. (b) Based upon the mutually approved final boundaries of the Property as determined under Subparagraph 3(a), City and Buyer will cooperate to complete the process to cause the Property to be lawfully subdivided into a separately conveyable legal lot as soon as can be accomplished utilizing diligent efforts. If the subdivision under Section 3(b) is not approved by City, Buyer and all required authorities and the Property is not subdivided into a separate conveyable lot by _________________, 2024, Buyer may elect to terminate this Agreement upon ten (10) days written notice to City. 4. Title Commitment; Title Policy and Survey. (a) First American Title Insurance Company or an agent thereof to be selected by Buyer (“Title Company”) shall serve as Escrow Agent (“Escrow Agent”) and title insurer, subject to Escrow Agent’s standard conditions for the acceptance of escrow, except as otherwise expressly provided herein. (b) The “Inspection Period” shall commence upon final approval of the Property subdivision under Subsection 3(a) and shall terminate upon Closing (as defined in Section 8). 2  (c) Buyer shall obtain a commitment from the Title Company for owner’s title insurance in an amount satisfactory to Buyer (the “Title Commitment”), showing that City has good and marketable fee simple title to the Property, free and clear of all liens and encumbrances except: (i) those specifically set forth in this Agreement (such as the cell tower); (ii) zoning and building laws, ordinances and regulations; (iii) legal streets and highways; and (iv) easements, conditions and restrictions of record, if any, that will not interfere with Buyer’s intended use of the Property or its ability to construct and operate the Facility on the Property (collectively, the “Permitted Encumbrances”). The Title Commitment shall include the results of a special tax search and examination for any financing statements filed of record which affect the Property. Within the later of forty-five (45) days of Buyer’s receipt of the Title Commitment or forty-five (45) days after notice to Buyer of subdivision approval, Buyer shall review the Title Commitment and if the Title Commitment reveals any matter which affects the marketability of the Property or is otherwise objectionable to Buyer (collectively “Objectionable Matters”), Buyer shall give City written notice thereof and, City may, within thirty (30) days thereafter, remedy or remove any such Objectionable matters. If City is unable or unwilling to remedy or remove any Objectionable Matters during the thirty (30) day period, Buyer shall have the option of either (i) terminating this Agreement in which event all funds and documents previously paid, deposited or advanced by Buyer shall be immediately returned to Buyer, both Parties shall thereafter be released from all further obligations under this Agreement and neither Party shall have any further liability to the other Party hereto, or (ii) taking title to the Property subject to said matters. Up to and including the Closing Date, Buyer may request updates to the Title Commitment which must disclose no change in the state of the title to the Property (if any change is so disclosed, Buyer shall have all of the rights set forth in the immediately prior paragraph in this Section to the extent that Buyer deems any of such changes objectionable). Buyer shall cause the Title Company to issue to Buyer, on or within ten days of Closing, a 2006 ALTA Owner’s Policy of Title Insurance (the “Title Policy”) for the Property in an amount solely determined by Buyer, insuring good and marketable title, subject only to the Permitted Encumbrances, with the standard printed exceptions deleted, and with such endorsements as Buyer may request in its sole discretion. City shall provide an appropriate owner’s affidavit or otherwise satisfy the requirements of Title Company relating to the deletion of the so-called “standard printed exceptions”. (d) During the Inspection Period, Buyer shall have the right to obtain, at Buyer’s sole cost and expense, a survey plat and legal description of the Property prepared by a surveyor registered and licensed in Ohio (the “Survey”). The Survey shall be an ALTA/NSPS land title survey prepared in accordance with “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys”, which shall include such Table A items as specified by Buyer, and shall be certified to Buyer, Title Company, and any other person Buyer may designate. The legal description set forth in the Survey shall at Buyer’s discretion be attached to the Deed (as defined in Section 8) as an exhibit. In Buyer’s discretion, Buyer may engage the same surveyor as utilized by the City to prepare the subdivision under Subsection 3(b). The parties acknowledge that a current draft of the legal description of the Property is included with Exhibit A. Upon Buyer’s receipt of such Survey: 3  i. Buyer shall review the Survey in conjunction with the Title Commitment and shall notify City in writing prior to the end of the Inspection Period of any objection(s) thereto (the “Survey Objections”). ii. City shall have the right but not the obligation to cure the Survey Objections within thirty (30) days after City’s receipt of Buyer’s notice. If the Survey Objections are not cured, Buyer shall have the option to (i) accept the Property subject to the Survey Objections, or (ii) terminate this Agreement by giving written notice to City of such termination, in which event all funds and documents previously paid, deposited or advanced by Buyer shall be immediately returned to Buyer, both Parties shall thereafter be released from all further obligations under this Agreement and neither Party shall have any further liability to the other Party hereto. iii. The failure of Buyer to notify City of objection(s) to the Survey within the time period set forth in subsection (d)(i), above, shall constitute an acceptance thereof by Buyer. 5. Buyer’s Right to Inspect the Premises. (a) Following the execution of this Agreement and continuing during the Inspection Period, Buyer and its authorized representatives shall have the right to enter upon the Property to make test borings, drainage tests, surveys, engineering and architectural studies, inspections of utility lines and for other purposes it may require for ascertaining the suitability and the acceptability of the Property for Buyer’s purposes, including, but not limited to, conducting a Phase I and/or Phase II environmental audit/study of the Property (the “Environmental Studies”). City shall cooperate with Buyer and its authorized representatives in providing information and access to the Property necessary to complete the Environmental Studies. Buyer agrees to be responsible for any and all damages to the Property or to others causes as a result of its inspection and to defend, indemnify and hold City harmless from the same to the extent permitted by applicable law. (b) City shall provide Buyer with the following, provided that they are in City’s possession: (i) copies (or written summaries in the event of verbal contracts or engagements) of all environmental audits or studies, reports of soil borings tests, inspection reports prepared by any structural or mechanical engineer, or any other documents related to the environmental and/or soil conditions of/at the Property; (ii) copies of all licenses, permits, authorizations or approvals; (iii) copies of the most recent title insurance policies relative to the Property, if any; and (iv) any surveys, engineering and design plans with respect to on-site infrastructure (i.e. utility improvements) in City’s possession upon the execution hereof. (c) Buyer shall have the right, if the foregoing inspection or documents, reveals a condition or state of facts which in Buyer’s reasonable opinion would materially interfere with Buyer’s intended development or use of the Property or adversely affects the desirability of the Property, to terminate this Agreement by written notice to City and Escrow Agent at any time during the Inspection Period and for ten (10) days thereafter. Upon receipt of such notice, all Parties shall be released from their obligations hereunder and Buyer shall deliver to City the originals and all copies of the items delivered to Buyer by City during the Inspection Period 4 including, without limitation, those items described in subsection 5(b) and all reports prepared pursuant to subsection 5(a). 6. City’s Obligations. (a) City shall: i. Cooperate with Buyer’s efforts to obtain the subdivision approvals and to subdivide the Property as contemplated in Section 3; ii. Cooperate in approving Buyer’s site plan and improvements (such site plan and improvements being at Buyer’s expense), approving the Access Easement to the Property from Pearl Road for public ingress and egress and allowing other non-exclusive access for ingress and egress on existing or future publicly owned driveways/or accessways on City’s adjacent lands bordering Pearl Road and for utilities including, but not limited to, storm and sanitary sewer, water, electric, gas and others (hereinafter referred to as the “Utility Easements”) (note: except as provided in subsection (vi) below, Buyer is responsible for the cost of its own utility connections); iii. Provide signed copies of any required written easements shown on the final mutually agreeable site plan or otherwise required by this Agreement; iv. Cooperate with respect to any variances that are required for the construction and operation of the Facility; v. Cooperate with Buyer in obtaining the necessary approvals and permits in order to develop/construct and operate the Facility; vi. Deliver the Property at Closing in an otherwise construction ready condition such that the Property is buildable without extraordinary measures. Without limitation and except as provided in the Agreement, at City expense: the site shall be cleared free of debris; underground structures removed; with stable soils/geotechnical conditions for construction; any recognized environmental conditions and/or contamination remediated; have appropriate access to public roadways; and all utilities available at the Property line or upon the Property with any necessary easements or rights of way of same in place. 7. Buyer’s Obligations. (a) Buyer shall draft and provide mutually agreeable forms of (i) the Access Easement, and (ii) any needed Utility Easements as well as the previously noted easements and those required for the construction and operation of the Facility and including the Project Easements. The Parties contemplate that the Facility will include space for collections of current books, media, and other materials for circulation; public computers; high speed internet access available to the public; a homework center service and computer instruction; meeting room(s) 5 and quiet study space; and an early childhood play, learn and grow area and welcoming space for teens. The Facility will serve as a community public library consistent with Buyer’s mission. The Facility will also include a connected Centers Facility initially for future interior build-out and use by THE CENTERS FOR FAMILIES AND CHILDREN, an Ohio non-profit corporation (the “Centers”) pursuant to a lease with Buyer, provided prior concurrence to such agreement is obtained in writing from the City of Parma Heights. (b) Buyer shall pay, or cause to be paid through public and private funds, the costs related to the development, construction and operation of the Facility, not, however, including any costs related to the items and improvements to be performed by the City to meet the requirements in Sections 3, 4 and 6 above. 8. Closing. (a) The transfer of the Property shall close within ten (10) business days after the Preconditions to Closing (as defined in Section 9 below) have been satisfied as determined by Buyer and City (the “Closing Date” or “Closing”). Buyer shall notify Escrow Agent when and if the Preconditions to Closing have been satisfied. The Parties may agree in writing to change the Closing Date to a mutually agreeable date. City shall execute and deliver the following items to the Escrow Agent no later than one (1) day prior to the Closing Date: (i) a warranty deed (the “Deed”) in substantially the form of Exhibit B attached hereto which includes a conditional reversion right; (ii) a recordable satisfaction and release of any liens on the Property which are not Permitted Encumbrances; (iii) such affidavits and indemnities as are reasonably requested by the Title Company in order to delete the standard printed exceptions and otherwise enable the Title Policy to be issued; and (iv) an ordinance authorizing City to enter into this Agreement and to consummate the transactions contemplated hereunder, subject to the discretion of the City Council to enact said ordinance pursuant to the laws of the City of Parma Heights and the State of Ohio. (b) The Deed shall contain a reservation or grant (as applicable) of the Project Easements and any easements and rights of way provided in this Agreement (if not otherwise contained in separate project easements to be recorded at Closing). The Deed shall also contain a reversionary right providing for the City to recover the Property upon the occurrence of the events shown in Exhibit B. (c) This Agreement shall serve as joint escrow instructions to Escrow Agent. Escrow Agent may attach its standard terms which shall govern insofar as they do not conflict herewith. (d) The Escrow Agent shall close the transaction by: i. Filing the Deed for record and any easements (including, but not limited to the Project Easements) required by this Agreement; ii. Charging the Parties for prorations and costs as provided herein; and iii. Disbursing the funds and delivering the documents (or fiscal officer’s receipt) deposited with it as provided herein. (e) Escrow Agent shall charge the following costs and expenses to Buyer on the Closing Date (the “Closing Costs”): (i) the premium to issue the Title Policy (ii) the cost of the Survey, if any; (iii) the fees for filing the Deed and Project Easements; (iv) the cost of any 6 applicable real estate transfer tax or conveyance fee, if any; (v) the cost of the title examination for the Property and the fee for issuance of the Title Commitment; and (vi) the escrow fee. Buyer shall deposit any amounts needed to satisfy the Closing Costs with the Escrow Agent on or prior to the Closing Date. 9. Preconditions to Closing. All of Buyer’s obligations to Closing are conditioned on the following (the “Preconditions to Closing”): (a) Satisfaction of the title and Survey conditions as set forth in Section 4; (b) Satisfaction of the inspection conditions as set forth in Section 5; (c) Completion of the City’s obligations in Section 6(a) to the extent required by Buyer prior to or at Closing; (d) The representations and warranties of City set forth in this Agreement shall be true and correct on the Closing Date; (e) Passage of a resolution by the Board of Trustees of Buyer authorizing the transactions contemplated by this Agreement; (f) As contemplated by Section 3, the filing by City of any required subdivision plat, to legally constitute the Property as a separate conveyable tax parcel and permit its conveyance to Buyer. Unless the Preconditions to Closing are satisfied or have been waived in writing by Buyer no later than _______________, this Agreement shall terminate upon written notice by Buyer to City and the Escrow Agent, and following such notice, neither Party shall have any further liability to the other as expressly provided in this Agreement. 10. Preconditions to Construction of Facility. The following are the preconditions to the commencement of construction of the Facility by Buyer (collectively, the “Preconditions to Construction”): (a) City, in cooperation with Buyer, and subject to the laws of the City of Parma Heights and the State of Ohio, shall ensure that the Property is zoned in compliance with the construction and operation of the Facility; and (b) Creation and recording of mutually agreeable easements and rights of way for any required utilities and ingress/egress affecting the Property including, but not limited to, the Project Easements and as provided in this Agreement. (c) Receipt of final site plan approvals and issuance of all other necessary permits and approvals. Subject to funds availability and subject to Force Majeure events, Buyer shall commence construction within a reasonable time after closing and receiving written permits for the construction of the Facility, such reasonable time not to exceed six (6) months from the date the City grants a conditional use approval for the project. 7  11. Signage. City will ensure that Buyer’s is permitted Buyer’s standard signage for the Property at Pearl Road and access roads thereto with Buyer approved visibility to Pearl Road such as exits and entrances. City specifically authorizes Buyer to install an LED sign on Pearl Road in front of the access roads to the Facility provided the same otherwise meets all city laws, codes and ordinances and Buyer obtains proper City approvals. City and Buyer will work together in good faith to determine whether Buyer’s LED sign can be accommodated effectively with adequate exposure by co-locating with City’s LED sign. 12. Compliance. Buyer agrees to comply with all applicable federal, state and local laws, regulations and ordinances in connection with the construction of the Facility (subject to any variances granted by City), and the use, operation and maintenance thereof and otherwise in connection with the performance of their rights, duties and obligations pursuant to this Agreement. City agrees to cooperate with and support the Buyer’s efforts to obtain all requisite permits and approvals in connection with the development and construction of the Facility. 13. City’s Representations and Warranties. City represents, warrants and agrees that: (a) It is a municipal corporation in full force and effect under the Constitution and laws of the State of Ohio. (b) This Agreement is a valid and binding instrument enforceable against City in accordance with its terms. (c) To the best of City’s knowledge, it is not in violation of or in conflict with any provision of the laws of the State of Ohio which would impair its ability to observe and perform its covenants, agreements and obligations under this Agreement. (d) City has and will have full power and authority (i) to execute, deliver, observe and perform this Agreement, and (ii) to enter into, observe and perform the transactions contemplated in this Agreement. (e) City is the sole owner of the Property, free and clear of all liens, claims, encumbrances, restrictive environmental covenants (including any institutional controls or restrictions on the use of the Property), and rights of others except for the Permitted Encumbrances, and will convey same to Buyer subject only to the Permitted Encumbrances. No party is in possession of the Property or any portion thereof, whether as a lessee or tenant at sufferance. There is no option to purchase, right of first refusal to purchase or agreement for the sale and purchase of the Property or any portion thereof to any person or entity, except for this Agreement. (f) There is no action, suit, investigation, or proceeding pending, or to the knowledge of City, threatened against the Property or any portion thereof, in any court or by any federal, state, county or municipal department, commission, board, agency, or other governmental instrumentality. (g) No unpaid improvements which might ripen into and form the basis of a mechanics’ lien have been or will be made to the Property prior to the Closing Date. 8  All representations and warranties of City shall survive the execution and delivery of this Agreement. 14. Buyer Representations and Warranties. Buyer represents, warrants and agrees that: (a) Buyer is a political subdivision in full force and effect under the Constitution and laws of the State of Ohio. (b) This Agreement will be a valid and binding instrument enforceable against Buyer in accordance with its terms. (c) Buyer is not in violation of or in conflict with any provision of the laws of the State of Ohio which would impair its ability to observe and perform its covenants, agreements and obligations under this Agreement. (d) Buyer has and will have full power and authority (i) to execute, deliver, observe and perform this Agreement, and (ii) to enter into, observe and perform the transactions contemplated in this Agreement. All representations and warranties of Buyer shall survive the execution and delivery of this Agreement. 15. Events of Default; Remedies. (a) Except as otherwise provided in this Agreement, in the event of breach of any terms or conditions of this Agreement by any Party, such Party shall, upon written notice from the other Party, proceed promptly to cure or remedy such breach, and, in any event, shall accomplish such cure or remedy within thirty days after receipt of such notice (or if such default is other than payment of money and is not amenable to cure within thirty days, shall commence to cure the default within thirty (30) days and thereafter diligently continue such cure to completion), unless such default is one that would harm the non-defaulting Party if the defaulting Party were allowed thirty (30) days to cure. In case such action is not taken within such time or in such manner, or the default or breach shall not be cured or remedied within such time, then the Party asserting breach may institute such proceedings at law or in equity as may be necessary or desirable in its opinion to remedy such breach. (b) Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided, or any other remedies provided by law or equity, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any damages accruing to a Party by reason of the violation of any of the other Party’s obligations hereunder. Forbearance by a party to enforce one or more of the remedies herein provided upon the occurrence of an event of default shall not be construed to constitute a waiver of such default. (c) Except as otherwise provided herein, neither Party shall be considered in default of its obligations to be performed hereunder, if delay in the performance of such obligations is due to unforeseeable causes beyond its control and without its fault, including but not limited to, acts of God or of the public enemy, acts of terrorism, acts of the Federal or state government, acts or delays of the other Party, fires, floods, unusually severe weather, epidemics, freight 9 embargoes, unavailability of materials, strikes, or delays of contractors, subcontractors or materialmen due to any of such causes; but not including lack of financing or financial capacity by City or Buyer (collectively, “Force Majeure”), it being the purpose and intent of this paragraph that in the event of the occurrence of any such delay, the time or times for performance of such obligations shall be extended for the period of the delay; provided, however, that the Party seeking the benefit of the provisions of this paragraph shall within fourteen (14) days after the beginning of such delay, notify the other Party in writing thereof and of the cause thereof and of the duration thereof, or, if a continuing delay and cause, the estimated duration thereof, and if the delay is continuing on the date of notification, within thirty (30) days after the end of the delay, notify the other Party in writing of the duration of the delay. 16. Miscellaneous. (a) No Personal Liability. No covenant, obligation or agreement of any Party contained in this Agreement shall be deemed to be a covenant, obligation or agreement of any present of future officer or employee of City or Buyer. No officer or employee of either City or Buyer, including, but not limited to, the members of the City Council of City, any City official, the members of the Board of Trustees of Buyer or any employee of Buyer, shall be liable personally by reason of the covenants, obligations or agreements of either City or Buyer contained in this Agreement. (b) Notices. All notices, requests, demands and other communications between the Parties required or permitted to be given under this Agreement shall be deemed to have been duly given if in writing and (i) deposited in the United States Mail by registered or certified mail, postage pre-paid, or (ii) sent by any nationally recognized courier delivery service, and addressed as follows: If to City: ATTN: Law Director City of Parma Heights 6281 Pearl Road Parma Heights, Ohio 44130 If to Buyer: Cuyahoga County Public Library 2111 Snow Road Parma, Ohio 44134 Attn: Operations Director/Fiscal Officer 10  With a copy to: Brian J. Moore, Attorney Roetzel & Andress 900 One Cleveland Center 1375 East Ninth Street Cleveland, Ohio 44114 (c) Entire Agreement. All negotiations, representations and understandings between the Parties as to the subject of this Agreement are incorporated herein and may be modified or altered only be an agreement in writing signed by the Parties. (d) Captions. The captions and headings in the Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions of this Agreement and are in no way to be construed as a part of this Agreement. (e) Governing Law. This Agreement shall be governed exclusively by, and construed in accordance with, the laws of the State of Ohio. (f) Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon City, Buyer and their respective successors and assigns. (g) Severability. If any provision in this Agreement or any portion thereof shall be invalid or unenforceable for any reason, such invalidity or lack of enforceability shall not affect the validity or enforceability of any provision or portion thereof. (h) Time of Essence. Time is of the essence in the performance of each of the duties and obligations of the Parties hereunder. (i) Public Announcements. The parties agree to coordinate all public announcements concerning the purchase and sale hereby evidenced and the commencement of construction of the Library upon the Property. (j) Counterparts. This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same agreement. IN WITNESS WHEREOF, City and Buyer have caused this Agreement to be executed as of the Effective Date. [signatures on next page] 11  CITY OF PARMA HEIGHTS, OHIO By: Print Name: Its: Date: Approved as to form by the City Law Director of City of Parma Heights, Ohio Print Name: Mark A. Schneider Date: CUYAHOGA COUNTY PUBLIC LIBRARY By: Print Name: Its: Date: 12  RESOLUTION NO. 2024 - 59 A RESOLUTION ASSESSING THE COST OF ABATING A CERTAIN NUISANCE, AND DECLARING AN EMERGENCY WHEREAS, in compliance with Section 701.05 of the Ohio Revised Code and Chapters 634 and 678 of the Parma Heights Codified Ordinances, property maintenance nuisances, including noxious weeds, litter, and other nuisance conditions, after proper notification to the property owners, were abated. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Parma Heights, County of Cuyahoga and State of Ohio: Section 1: This Council finds that the Director of Public Service has abated certain nuisances after notifying the owner of each property on which said nuisance originated, and has reported the cost of such abatement, all in the manner provided by law, to the Director of Finance in the sums set forth in Exhibit “A”, which are attached hereto and incorporated by reference. Section 2: The amount set forth in Exhibit “A” is assessed upon the property listed, and said assessment shall be certified upon the 2024 tax duplicate in the same manner as general taxes. Section 3: The Director of Finance is hereby authorized and directed to amend Exhibit “A”, after the effective date of this Resolution, but prior to submission to the Cuyahoga County Fiscal Office, to reflect updated assessments, adjusting for satisfaction, settlement, and/or appeals of those assessments. Section 4: The Clerk of Council is directed to submit a certified copy of this Resolution to the Cuyahoga County Fiscal Office so that expenses charged to the owner shall be collected as other taxes in the manner provided by law. Section 5: This Council finds and determines that all formal action of this Council concerning and relating to the adoption of this Resolution were taken in an open meeting of this Council and that all deliberations of the Council and of any of its Committees comprised of a majority of the members of the Council that resulted in those formal actions were in meetings open to the public, in compliance with the law. Section 6: This Resolution is declared to be an emergency measure necessary for the immediate preservation of the public peace, health, and safety of the Municipality, and for the further reason that immediate assessment is required to obtain prompt payment; wherefore, this Resolution shall go into effect immediately upon its passage by Council and approval by the Mayor. PASSED: ____________________________ _______________________________ PRESIDENT OF COUNCIL ATTEST: ____________________________ _______________________________ CLERK OF COUNCIL APPROVED FILED WITH THE MAYOR: _________________________ _______________________________ MAYOR MARIE GALLO  EXHIBIT A Property Maintenance Detail Report 2024 Parcel # Parcel Address Fee Amount Description 47101074 5857 STUMPH RD 150.00 Property Maintenance 47101072 5845 STUMPH RD 150.00 Property Maintenance 47102015 11181 SNOW RD 300.00 Property Maintenance 47215058 6412 SPRINGWOOD RD 150.00 Property Maintenance 47221008 8796 RIDGEWOOD DR 150.00 Property Maintenance 47212031 6415 AYLESWORTH DR 150.00 Property Maintenance 47219060 6554 KENBRIDGE DR 150.00 Property Maintenance 47308034 6519 ANITA DR 150.00 Property Maintenance 47305028 6204 ALEXANDRIA DR 150.00 Property Maintenance 47322055 7022 MAPLEWOOD RD 150.00 Property Maintenance 47303031 6438 FERNHURST AVE 150.00 Property Maintenance 47102066 5840 QUEENS HWY 150.00 Property Maintenance 47407026 11044 WOODVIEW BLVD 150.00 Property Maintenance 47204035 6186 STRATFORD DR 150.00 Property Maintenance 47202036 5937 HODGMAN DR 150.00 Property Maintenance 47126049 5837 WICKFIELD DR 150.00 Property Maintenance 47120023 10364 NOTABENE DR 300.00 Property Maintenance 47227002 6482 SHERBORN RD 150.00 Property Maintenance 47201046 5938 DEERING AVE 150.00 Property Maintenance 47113006 6377 STUMPH RD 300.00 Property Maintenance 47115012 6324 PEARL RD 150.00 Property Maintenance 47332076 6782 BERESFORD AVE 1,000.00 Emergency Abatement