PURCHASE AGREEMENT
Champps Restaurant - Lyndhurst, OH
This AGREEMENT, entered into effective as of the 30 of December,
1998.
l. Parties. Seller is AEI Institutional Net Lease Fund '93
Limited Partnership which presently owns an undivided 4.57256%
interest and AEI Income & Growth Fund XX Limited Partnership
which presently owns an undivided 90.71346% interest in the fee
title to that certain real property legally described in the
attached Exhibit "A" (the "Entire Property"). Buyer is Xxxxxxx X.
Xxxxxxxx and Xxxxxxx X. Xxxxxxxx, trustees of the Xxxxxxxx Family
Trust, dated April 21, 1988, ("Buyer"). Seller wishes to sell and
Buyer wishes to buy a portion as Tenant in Common of Seller's
interest in the Entire Property.
2. Property. The Property to be sold to Buyer in this transaction
consists of an undivided 9.18047 (Institutional Fund '93 selling
3.68016% and AEI Net Lease Income & Growth Fund XX selling
5.50031%) percentage interest (hereinafter, simply the
"Property") as Tenant in Common in the Entire Property.
3. Purchase Price . The purchase price for this percentage
interest in the Entire Property is $327,500 all cash. ($131,284
payable to Institutional Fund '93 and $196,216 payable to Fund
XX)
4. Terms. The purchase price for the Property will be paid by
Buyer as follows:
(a) When this agreement is executed, Buyer will pay $5,000
to Seller (which shall be deposited into escrow according to
the terms hereof) (the "First Payment"). The First Payment
will be credited against the purchase price when and if
escrow closes and the sale is completed.
(b) Buyer will deposit the balance of the purchase price,
$322,500 (the "Second Payment") into escrow in sufficient
time to allow escrow to close on the closing date.
5. Closing Date. Escrow shall close on or before January 27,
1998.
6. Due Diligence. Buyer will have until the expiration of the
fifth business day (The "Review Period") after delivery of each
of following items, to be supplied by Seller, to conduct all of
its inspections and due diligence and satisfy itself regarding
each item, the Property, and this transaction. Buyer agrees to
indemnify and hold Seller harmless for any loss or damage to the
Entire Property or persons caused by Buyer or its agents arising
out of such physical inspections of the Entire Property.
(a) The original and one copy of a title insurance
commitment for an Owner's Title insurance policy (see
paragraph 8 below).
(b) Copies of a Certificate of Occupancy or other such
document certifying completion and granting permission to
permanently occupy the improvements on the Entire Property
as are in Seller's possession.
(c) Copies of an "as built" survey of the Entire Property
done concurrent with Seller's acquisition of the Property.
(d) Lease (as further set forth in paragraph 11(a) below) of
the Entire Property showing occupancy date, lease expiration
date, rent, and Guarantys, if any, accompanied by such
tenant financial statements as
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
may have been provided most recently to Seller by the Tenant
and/or Guarantors.
It is a contingency upon Seller's obligations hereunder that
two (2) copies of Co-Tenancy Agreement in the form attached
hereto duly executed by Buyer and Seller and dated on escrow
closing date be delivered to the Seller on the closing date.
Buyer may cancel this agreement for ANY REASON in its sole
discretion by delivering a cancellation notice, return receipt
requested, to Seller and escrow holder before the expiration of
the Review Period. Such notice shall be deemed effective only
upon receipt by Seller. If this Agreement is not cancelled as
set forth above, the First Payment shall be non-refundable unless
Seller shall default hereunder.
If Buyer cancels this Agreement as permitted under this
Section, except for any escrow cancellation fees and any
liabilities under sections 15(a) of this agreement (which will
survive), Buyer (after execution of such documents reasonably
requested by Seller to evidence the termination hereof) shall be
returned its First Payment, and Buyer will have absolutely no
rights, claims or interest of any type in connection with the
Property or this transaction, regardless of any alleged conduct
by Seller or anyone else.
Unless this Agreement is canceled by Buyer pursuant to the
terms hereof, if Buyer fails to make the Second Payment, Seller
shall be entitled to retain the First Payment and Buyer
irrevocably will be deemed to be in default under this Agreement.
Seller may, at its option, retain the First Payment and declare
this Agreement null and void, in which event Buyer will be deemed
to have canceled this Agreement and relinquish all rights in and
to the Property or Seller may exercise its rights under Section
14 hereof. If this Agreement is not canceled and the Second
Payment is made when required, all of Buyer's conditions and
contingencies will be deemed satisfied.
7. Escrow. Escrow shall be opened by Seller and funds deposited
in escrow upon acceptance of this agreement by both parties. The
escrow holder will be a nationally-recognized escrow company
selected by Seller. A copy of this Agreement will be delivered to
the escrow holder and will serve as escrow instructions together
with the escrow holder's standard instructions and any additional
instructions required by the escrow holder to clarify its rights
and duties (and the parties agree to sign these additional
instructions). If there is any conflict between these other
instructions and this Agreement, this Agreement will control.
8. Title. Closing will be conditioned on the agreement of a
title company selected by Seller to issue an Owner's policy of
title insurance, dated as of the close of escrow, in an amount
equal to the purchase price, insuring that Buyer will own
insurable title to the Property subject only to: the title
company's standard exceptions; current real property taxes and
assessments; survey exceptions; the rights of parties in
possession pursuant to the lease defined in paragraph 11 below;
and other items of record disclosed to Buyer during the Review
Period.
Buyer shall be allowed five (5) days after receipt of said
commitment for examination and the making of any objections to
marketability thereto, said objections to be made in writing or
deemed waived. If any objections are so made, the Seller shall
be allowed eighty (80) days to make such title marketable or in
the alternative to obtain a commitment for insurable title
insuring over Buyer's objections. If Seller shall decide to make
no efforts to make title marketable, or is unable to make title
marketable or obtain insurable title, (after execution by Buyer
of such documents reasonably requested by Seller to evidence the
termination hereof) Buyer's First Payment shall be returned and
this Agreement shall be null and void and of no further force and
effect.
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
Pending correction of title, the payments hereunder required
shall be postponed, but upon correction of title and within ten
(10) days after written notice of correction to the Buyer, the
parties shall perform this Agreement according to its terms.
9. Closing Costs. Seller will pay one-half of escrow fees,
the cost of the title commitment and any brokerage commissions
payable. The Buyer will pay the cost of issuing a Standard
Owners Title Insurance Policy in the full amount of the purchase
price, if Buyer shall decide to purchase the same. Buyer will
pay all recording fees, one-half of the escrow fees, and the cost
of an update to the Survey in Sellers possession (if an update is
required by Buyer.) Each party will pay its own attorney's fees
and costs to document and close this transaction.
10. Real Estate Taxes, Special Assessments and Prorations.
(a) Because the Entire Property (of which the Property is a
part) is subject to a triple net lease (as further set forth
in paragraph 11(a)(i), the parties acknowledge that there
shall be no need for a real estate tax proration. However,
Seller represents that to the best of its knowledge, all
real estate taxes and installments of special assessments
due and payable in all years prior to the year of Closing
have been paid in full. Unpaid real estate taxes and unpaid
levied and pending special assessments existing on the date
of Closing shall be the responsibility of Buyer and Seller
in proportion to their respective Tenant in Common
interests, pro-rated, however, to the date of closing for
the period prior to closing, which shall be the
responsibility of Seller if Tenant shall not pay the same.
Seller and Buyer shall likewise pay all taxes due and
payable in the year after Closing and any unpaid
installments of special assessments payable therewith and
thereafter, if such unpaid levied and pending special
assessments and real estate taxes are not paid by any tenant
of the Entire Property.
(b) All income and all operating expenses from the Entire
Property shall be prorated between the parties and adjusted
by them as of the date of Closing. Seller shall be entitled
to all income earned and shall be responsible for all
expenses incurred prior to the date of Closing, and Buyer
shall be entitled to its proportionate share of all income
earned and shall be responsible for its proportionate share
of all operating expenses of the Entire Property incurred on
and after the date of closing.
11. Seller's Representation and Agreements.
(a) Seller represents and warrants as of this date that:
(i) Except for the lease in existence between AEI Net Lease
Income & Growth Fund XX Limited Partnership, AEI
Institutional Net Lease Fund '93 Limited Partnership and
Xxxxxx X. Xxxxxxx, Individually and Americana Dining
Corporation, dated April 10, 1996, Seller is not aware of
any leases of the Property. The above referenced lease
agreement has a first right of refusal in favor of the
Tenant as set forth in Article 34 of said lease agreement,
which right shall apply to any attempted disposition of the
Property by Buyer after this transaction. Buyer's purchase
of the Property is subject to receipt by Seller of a waiver
of first right of refusal from Tenant, said waiver to be
signed by Tenant and received by Seller prior to close of
escrow. If Seller cannot obtain such waiver, the First
Payment shall be returned to Buyer and this Agreement shall
become null and void.
(ii) It is not aware of any pending litigation or
condemnation proceedings against the Property or Seller's
interest in the Property.
(iii) Except as previously disclosed to Buyer and as set
forth in paragraph (b) below, Seller is not aware of any
contracts Seller has executed that would be binding on Buyer
after the closing date.
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
(b) Provided that Buyer performs its obligations when
required, Seller agrees that it will not enter into any new
contracts that would materially affect the Property and be
binding on Buyer after the Closing Date without Buyer's
prior consent, which will not be unreasonably withheld.
However, Buyer acknowledges that Seller retains the right
both prior to and after the Closing Date to freely transfer
all or a portion of Seller's remaining undivided interest in
the Entire Property, provided such sale shall not encumber
the Property being purchased by Buyer in violation of the
terms hereof or the contemplated Co-Tenancy Agreement.
12. Disclosures.
(a) To the best of Seller's knowledge: there are now, and
at the Closing there will be, no material, physical or
mechanical defects of the Property, including, without
limitation, the plumbing, heating, air conditioning,
ventilating, electrical systems, and all such items are in
good operating condition and repair and in compliance with
all applicable governmental , zoning and land use laws,
ordinances, regulations and requirements.
(b) To the best of Seller's knowledge: the use and
operation of the Property now is, and at the time of Closing
will be, in full compliance with applicable building codes,
safety, fire, zoning, and land use laws, and other
applicable local, state and federal laws, ordinances,
regulations and requirements.
(c) Seller knows of no facts nor has Seller failed to
disclose to Buyer any fact known to Seller which would
prevent Buyer from using and operating the Property after
the Closing in the manner in which the Property has been
used and operated prior to the date of this Agreement.
(d) To the best of Seller's knowledge: the Property is not,
and as of the Closing will not be, in violation of any
federal, state or local law, ordinance or regulations
relating to industrial hygiene or to the environmental
conditions on, under, or about the Property including, but
not limited to, soil and groundwater conditions. To the
best of Seller's knowledge: there is no proceeding or
inquiry by any governmental authority with respect to the
presence of Hazardous Materials on the Property or the
migration of Hazardous Materials from or to other property.
Buyer agrees that Seller will have no liability of any type
to Buyer or Buyer's successors, assigns, or affiliates in
connection with any Hazardous Materials on or in connection
with the Property either before or after the Closing Date,
except such Hazardous Materials on or in connection with the
Property arising out of Seller's gross negligence or
intentional misconduct.
(e) Buyer agrees that it shall be purchasing the Property
in its then present condition, as is, where is, and Seller
has no obligations to construct or repair any improvements
thereon or to perform any other act regarding the Property,
except as expressly provided herein.
(f) Buyer acknowledges that, having been given the
opportunity to inspect the Property and such financial
information on the Lessee and Guarantors of the Lease as
Buyer or its advisors shall request, Buyer is relying solely
on its own investigation of the Property and not on any
information provided by Seller or to be provided except as
set forth herein. Buyer further acknowledges that the
information provided and to be provided by Seller with
respect to the Property and to the Lessee and Guarantors of
Lease was obtained from a variety of sources and Seller
neither (a) has made independent investigation or
verification of such
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
information, or (b) makes any representations as to the
accuracy or completeness of such information. The sale of
the Property as provided for herein is made on an "AS IS"
basis, and Buyer expressly acknowledges that, in
consideration of the agreements of Seller herein, except as
otherwise specified herein, Seller makes no Warranty or
representation, Express or Implied, or arising by operation
of law, including, but not limited to, any warranty or
condition, habitability, tenantability, suitability for
commercial purposes, merchantability, or fitness for a
particular purpose, in respect of the Property.
The provisions (d) - (f) above shall survive closing.
13. Closing.
(a) Before the closing date, Seller will deposit into
escrow an executed limited warranty deed conveying insurable
title of the Property to Buyer, subject to the encumbrances
contained in paragraph 8 above.
(b) On or before the closing date, Buyer will deposit into
escrow: the balance of the purchase price when required
under Section 4; any additional funds required of Buyer,
(pursuant to this agreement or any other agreement executed
by Buyer) to close escrow. Both parties will sign and
deliver to the escrow holder any other documents reasonably
required by the escrow holder to close escrow.
(c) On the closing date, if escrow is in a position to
close, the escrow holder will: record the deed in the
official records of the county where the Property is
located; cause the title company to commit to issue the
title policy; immediately deliver to Seller the portion of
the purchase price deposited into escrow by cashier's check
or wire transfer (less debits and prorations, if any);
deliver to Seller and Buyer a signed counterpart of the
escrow holder's certified closing statement and take all
other actions necessary to close escrow.
14. Defaults. If Buyer defaults, Buyer will forfeit all rights
and claims and Seller will be relieved of all obligations and
will be entitled to retain all monies heretofore paid by the
Buyer. In addition, Seller shall retain all remedies available
to Seller at law or in equity.
If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim, action or proceeding of any type in connection with the
Property or this or any other transaction involving the Property,
and will not do anything to affect title to the Property or
hinder, delay or prevent any other sale, lease or other
transaction involving the Property (any and all of which will be
null and void), unless: it has paid the First Payment, deposited
the balance of the Second Payment for the purchase price into
escrow, performed all of its other obligations and satisfied all
conditions under this Agreement, and unconditionally notified
Seller that it stands ready to tender full performance, purchase
the Property and close escrow as per this Agreement, regardless
of any alleged default or misconduct by Seller. Provided,
however, that in no event shall Seller be liable for any actual,
punitive, consequential or speculative damages arising out of any
default by Seller hereunder.
15. Buyer's Representations and Warranties.
a. Buyer represents and warrants to Seller as follows:
(i) In addition to the acts and deeds recited herein and
contemplated to be performed, executed, and delivered by
Buyer, Buyer shall perform, execute and deliver or cause to
be performed, executed, and delivered at the Closing or
after the Closing, any and all further acts, deeds and
assurances as Seller or the Title Company may require and be
reasonable in order to consummate the transactions
contemplated herein.
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
(ii) Buyer has all requisite power and authority to
consummate the transaction contemplated by this Agreement
and has by proper proceedings duly authorized the execution
and delivery of this Agreement and the consummation of the
transaction contemplated hereby.
(iii) To Buyer's knowledge, neither the execution and
delivery of this Agreement nor the consummation of the
transaction contemplated hereby will violate or be in
conflict with (a) any applicable provisions of law, (b) any
order of any court or other agency of government having
jurisdiction hereof, or (c) any agreement or instrument to
which Buyer is a party or by which Buyer is bound.
16. Damages, Destruction and Eminent Domain.
(a) If, prior to closing, the Property or any part thereof
should be destroyed or further damaged by fire, the
elements, or any cause, due to events occurring subsequent
to the date of this Agreement to the extent that the cost of
repair exceeds $10,000.00, this Agreement shall become null
and void, at Buyer's option exercised, if at all, by written
notice to Seller within ten (10) days after Buyer has
received written notice from Seller of said destruction or
damage. Seller, however, shall have the right to adjust or
settle any insured loss until (i) all contingencies set
forth in Paragraph 6 hereof have been satisfied, or waived;
and (ii) any ten-day period provided for above in this
Subparagraph 16a for Buyer to elect to terminate this
Agreement has expired or Buyer has, by written notice to
Seller, waived Buyer's right to terminate this Agreement.
If Buyer elects to proceed and to consummate the purchase
despite said damage or destruction, there shall be no
reduction in or abatement of the purchase price, and Seller
shall assign to Buyer the Seller's right, title, and
interest in and to all insurance proceeds (pro-rata in
relation to the Entire Property) resulting from said damage
or destruction to the extent that the same are payable with
respect to damage to the Property, subject to rights of any
Tenant of the Entire Property.
If the cost of repair is less than $10,000.00, Buyer shall
be obligated to otherwise perform hereinunder with no
adjustment to the Purchase Price, reduction or abatement,
and Seller shall assign Seller's right, title and interest
in and to all insurance proceeds pro-rata in relation to the
Entire Property, subject to rights of any Tenant of the
Entire Property.
(b) If, prior to closing, the Property, or any part
thereof, is taken by eminent domain, this Agreement shall
become null and void, at Buyer's option. If Buyer elects to
proceed and to consummate the purchase despite said taking,
there shall be no reduction in, or abatement of, the
purchase price, and Seller shall assign to Buyer the
Seller's right, title, and interest in and to any award
made, or to be made, in the condemnation proceeding pro-rata
in relation to the Entire Property, subject to rights of any
Tenant of the Entire Property.
In the event that this Agreement is terminated by Buyer as
provided above in Subparagraph 16a or 16b, the First Payment
shall be immediately returned to Buyer (after execution by Buyer
of such documents reasonably requested by Seller to evidence the
termination hereof).
17. Buyer's 1031 Tax Free Exchange.
While Seller acknowledges that Buyer is purchasing the
Property as "replacement property" to accomplish a tax free
exchange, Buyer acknowledges that Seller has made no
representations, warranties, or agreements to Buyer or Buyer's
agents that the transaction contemplated by the Agreement will
qualify for such tax treatment, nor has there been any reliance
thereon by Buyer respecting the legal or tax implications of the
transactions contemplated hereby. Buyer further represents that
it has sought and obtained such third
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
party advice and counsel as it deems necessary in regards to the
tax implications of this transaction.
Buyer wishes to novate/assign the ownership rights and
interest of this Purchase Agreement to Security Trust which will
act as Accommodator to perfect the 1031 exchange by preparing an
agreement of exchange of Real Property whereby Security Trust
will be an independent third party purchasing the ownership
interest in subject property from Seller and selling the
ownership interest in subject property to Buyer under the same
terms and conditions as documented in this Purchase Agreement.
Buyer asks the Seller, and Seller agrees to cooperate in the
perfection of such an exchange if at no additional cost or
expense to Seller or delay in time. Buyer hereby indemnifies and
holds Seller harmless from any claims and/or actions resulting
from said exchange. Pursuant to the direction of Security Trust,
Seller will deed the property to Buyer.
18. Cancellation
If any party elects to cancel this Contract because of any
breach by another party or because escrow fails to close by
the agreed date, the party electing to cancel shall deliver
to escrow agent a notice containing the address of the party
in breach and stating that this Contract shall be cancelled
unless the breach is cured within 13 days following the
delivery of the notice to the escrow agent. Within three
days after receipt of such notice, the escrow agent shall
send it by United States Mail to the party in breach at the
address contained in the Notice and no further notice shall
be required. If the breach is not cured within the 13 days
following the delivery of the notice to the escrow agent,
this Contract shall be cancelled.
19. Miscellaneous.
(a) This Agreement may be amended only by written agreement
signed by both Seller and Buyer, and all waivers must be in
writing and signed by the waiving party. Time is of the
essence. This Agreement will not be construed for or
against a party whether or not that party has drafted this
Agreement. If there is any action or proceeding between the
parties relating to this Agreement the prevailing party will
be entitled to recover attorney's fees and costs. This is
an integrated agreement containing all agreements of the
parties about the Property and the other matters described,
and it supersedes any other agreements or understandings.
Exhibits attached to this Agreement are incorporated into
this Agreement.
(b) If this escrow has not closed by January 27, 1998,
through no fault of Seller, Seller may either, at its
election, extend the closing date or exercise any remedy
available to it by law, including terminating this
Agreement.
(c) Funds to be deposited or paid by Buyer must be good and
clear funds in the form of cash, cashier's checks or wire
transfers.
(d) All notices from either of the parties hereto to the
other shall be in writing and shall be considered to have
been duly given or served if sent by first class certified
mail, return receipt requested, postage prepaid, or by a
nationally recognized courier service guaranteeing overnight
delivery to the party at his or its address set forth below,
or to such other address as such party may hereafter
designate by written notice to the other party.
If to Seller:
AEI Institutional Net Lease Fund '93 Limited Partnership
1300 Minnesota World Trade Center
00 X. 0xx Xxxxxx
Xx. Xxxx, XX 00000
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
and:
AEI Net Lease Income & Growth Fund XX Limited Partnership
1300 Minnesota World Trade Center
00 X. 0xx Xxxxxx
Xx. Xxxx, XX 00000
If to Buyer:
Xxxxxxx and Xxxxxxx Xxxxxxxx
0000 Xxxxxxx 0
Xxxxxxxx, XX 00000
When accepted, this offer will be a binding agreement for
valid and sufficient consideration which will bind and benefit
Buyer, Seller and their respective successors and assigns. Buyer
is submitting this offer by signing a copy of this offer and
delivering it to Seller. Seller has five (5) business days from
receipt within which to accept this offer.
IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.
BUYER: XXXXXXX X. XXXXXXXX AND XXXXXXX X. XXXXXXXX, TRUSTEES
OF THE XXXXXXXX FAMILY TRUST
By: /s/ Xxxxxxx X Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Trustee
WITNESS:
/s/ Xxxxx X Xxxx
Xxxxx X Xxxx
(Print Name)
WITNESS:
/s/ Xxxxxxx X Xxxxxxxx
Xxxxxxx X Xxxxxxxx
(Print Name)
By: /s/ Xxxxxxx X Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Trustee
WITNESS:
/s/ Xxxxx X Xxxx
Xxxxx X Xxxx
(Print Name)
WITNESS:
/s/ Xxxxxxx X Xxxxxxxx
Xxxxxxx X Xxxxxxxx
(Print Name)
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
SELLER AEI INSTITUTIONAL NET LEASE FUND '93 LIMITED PARTNERSHIP
By: AEI Fund Management XVIII, Inc., its corporate
general partner
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, President
WITNESS:
/s/ Xxxxx X Xxxxxx
Xxxxx X Xxxxxx
(Print Name)
WITNESS:
/s/ Xxxxx Xxx Xxxxxxxxx
Xxxxx Xxx Xxxxxxxxx
(Print Name)
AND:
AEI NET LEASE INCOME & GROWTH FUND XX LIMITED PARTNERSHIP
By: AEI Fund Management XX, Inc., its corporate
general partner
By: /s/ Xxxxxx X Xxxxxxx
Xxxxxx X. Xxxxxxx, President
WITNESS:
/s/ Xxxxx X Xxxxxx
Xxxxx X Xxxxxx
(Print Name)
WITNESS:
/s/ Xxxxx Xxx Xxxxxxxxx
Xxxxx Xxx Xxxxxxxxx
(Print Name)
Buyer Initial: /s/ RWA /s/ MRA
Purchase Agreement for Champps-Lyndhurst, OH
Exhibit A, page 1 of 4
Parcel No. 1 (fee)
Situated in the City of Lyndhurst, County of Cuyahoga and State
of Ohio, and know as being part Original Xxxxxxxx Township Lot
Nos. 29 and 30, further bounded and described as follows:
Beginning at a point being the intersection of the centerline of
Cedar Road (60 feet wide) and the centerline of Landerbrook Drive
(60 feet wide),
thence along the centerline of Landerbrook Drive North 00 deg. 17
min. 45 sec. West, 599.77 feet to a point of curvature therein,
thence along the arc of a curve deflecting to the right having a
radius of 178.83 feet, a chord bearing North 31 deg. 22 min. 40
sec. East, 187.80 feet an arc distance of 197.72 feet to a point
of tangency in said centerline of Landerbrook Drive,
thence North 63 deg. 03 min. 06 sec. East, 117.29 feet along the
centerline of Landerbrook Drive to a point,
thence North 26 deg. 56 min. 54 sec. West, 330.89 feet to a
point, said point being the Southeast corner of the City of
Lyndhurst and the City of Xxxxxxxx Heights and the principal
point of beginning of the parcel herein described,
Course No. 1: thence North 26 deg. 56 min. 54 sec. West, along
the Easterly corporation line of the City of Lyndhurst, 384.51
feet to a point on the Southerly limited access right-of-way line
of Interstate 271, Course No. 2: thence South 59 deg. 21 min. 11
sec. West along the Southerly limited access right-of-way line of
Interstate 271, 198.18 feet to a point,
Course No. 3: thence South 14 deg. 10 min. 52 sec. East, 381.15
feet to a point on the Southerly corporation line of the City of
Lyndhurst, Course No. 4: thence North 63 deg. 03 min. 06 sec.
East, along the Southerly corporation line of the City of
Lyndhurst, 282.00 feet to the principal point of beginning and
containing 2.0756 acres of land be the same more or less, but
subject to all legal highways and easements of record. Bearings
cited within the above description are to an assumed meridian and
indicate angles only.
Parcel No. 2 (Easement for general ingress and egress, parking
and utilities)
Situated in the City of Xxxxxxxx Heights, County of Cuyahoga and
State of Ohio, and known as being part of Original Mayfield
Township Lot Nos. 29 and 30, Tract No. 3 bounded and described as
follows:
Beginning at the centerline intersection of Cedar Road and
Landerbrook Drive (50 feet wide),
thence along the centerline of Landerbrook Drive as recorded in
Volume 244, Page 21 of Cuyahoga County Map Records, North 00
degrees 17 minutes 45 seconds West, 385.39 feet to a point,
thence North 89 degrees 51 minutes 07 seconds West, 30.00 feet to
the Westerly right of way line of said Landerbrook Drive and the
principal point of beginning of the parcel herein described,
Course No. 1 - Thence North 89 degrees 51 minutes 07 seconds
West, 445.35 feet to the Easterly line of land as conveyed to
Georgetown of Lyndhurst Condominium in Volume 41, Page 14 of
Cuyahoga County Map Records,
Exhibit A, page 2 of 4
Course No. 2 - Thence North 00 degrees 45 minutes 30 seconds East
456.96 feet along said Easterly line of Georgetown of Lyndhurst
Condominium to a point,
Course No. 3 - Thence North 63 degrees 03 minutes 06 seconds
East, 584.04 feet to a point,
Course No. 4 - Thence North 26 degrees 56 minutes 54 seconds
West, 50.00 feet to a point,
Course No. 5 - Thence North 63 degrees 03 minutes 06 seconds
East, 272.40 feet to a point
Course No. 6 - Thence South 26 degrees 56 minutes 54 seconds
East, 191.89 feet to a point,
Course No. 7 - Thence South 18 degrees 03 minutes 06 seconds
West, 82.02 feet to a point,
Course No. 8 - Thence South 26 degrees 56 minutes 54 seconds
East, 101.00 feet to a point,
Course No. 9 - Thence South 63 degrees 03 minutes 06 seconds
West, 331.70 feet to a point,
Course No. 10- Thence along the arc of a curve deflecting to the
left 230.89 feet, said curve having a radius of 208.83 feet and a
chord bearing South 31 degrees 22 minutes 40 seconds West, 219.31
feet along said Westerly right-of-way line to a point of
tangency,
Course No. 11- Thence continuing along said Westerly right-of-way
line South 00 degrees 17 minutes 45 seconds East, 214.15 feet to
the principal point of beginning and containing 9.008 acres of
land more or less, but subject to all legal highways and
easements of record.
Parcel No. 3: (Easement for general ingress and egress, parking
and utilities)
Situated in the City of Xxxxxxxx Heights, County of Cuyahoga and
State of Ohio and known as being part of Original Mayfield
Township Lot Nos. 29 and 30, Tract No. 3 bounded and described as
follows:
Beginning at the centerline intersection of Cedar Road and
Landerbrook Drive (60 feet wide),
thence along the centerline of Landerbrook Drive as recorded in
Volume 244, Page 21 of Cuyahoga County Map Records, North 00 deg.
17 min. 45 sec. West, 599.77 feet to a point,
thence South 89 deg. 42 min. 15 sec. West, 30.00 feet to the
Westerly right of way line of said Landerbrook Drive,
thence along the arc of a curve deflecting to the right 230.89
feet, said curve having a radius of 208.83 feet, a chord bearing
North 31 deg. 22 min. 40 sec. East, 219.31 feet to a point of
tangency,
thence North 63 deg. 03 min. 06 sec. East, 331.70 feet to a point
being the principal point of beginning of the parcel herein
described,
Course No. 1: thence North 26 deg. 56 min. 54 sec. West 101.00
feet to a point,
Course No. 2: thence North 18 deg. 03 min. 06 sec. East, 82.02
feet to a point,
Course No. 3: thence North 26 deg. 56 min. 54 sec. West, 191.89
feet to a point,
Course No. 4: thence South 63. deg 03. min. 06 sec. West, 272.40
feet to a point,
Course No. 5: thence North 26 deg. 56 min. 54 sec. West 334.51
feet to the Southerly right of way of Interstate Route 271,
Course No. 6: thence North 59 deg. 21 min. 11 sec. East, 71.30
feet along said right xx xxx xx Xxxxxxxxxx Xxxxx 000 to a point,
Exhibit A 3 of 4
Course No. 7: thence North 63 deg. 03 min. 06 sec. East, 443.25
feet along said right xx xxx xx Xxxxxxxxxx Xxxxx 000 to a point,
Course No. 8: thence South 26 deg. 56 min. 54 sec. East, 690.00
feet to the Northerly right of way of said Landerbrook Drive to a
point,
Course No. 9: thence South 63 deg. 03 min. 06 sec. West, 300.00
feet to the principal point of beginning and containing 6.123
acres of land more or less, but subject to all legal highways and
easements of record.
Parcel No. 4 (Utility and Ingress-Egress Easement)
Situated in the City of Xxxxxxxx Heights and partly in the City
of Lyndhurst, County of Cuyahoga and State of Ohio, and known as
being part of Original Mayfield Township Lot Nos. 29 and 30,
Tract 3 bounded and described as follows:
Beginning at the intersection of the centerlines of Cedar Road
and Landerbrook Drive (60 feet wide),
thence along the centerline of Landerbrook Drive as recorded in
Volume 235, Page 37 of Cuyahoga County Map Records, North 0
degrees 17 minutes 45 seconds West, 599.77 feet to a point,
thence North 89 degrees 42 minutes 15 seconds West, 30.00 feet to
a point in the curved Northwesterly sideline of Landerbrook
Drive,
thence along the arc of said Northwesterly sideline deflecting to
the right having a radius of 208.83 feet, a chord bearing North
31 degrees 22 minutes 40 seconds East, 219.31 feet an arc
distance of 230.89 feet to a point of tangency therein,
thence North 63 degrees 03 minutes 06 seconds East, along the
Northwesterly sideline of Landerbrook Drive, 30.15 feet to the
principal point of beginning of the Utility and Ingress-Egress
Easement herein
described
Course No. 1 - Thence North 7 degrees 35 minutes 03 seconds East,
100.77 feet to a point,
Course No. 2 - Thence North 26 degrees 56 minutes 54 seconds
West, 134.86 feet to a point,
Course No. 3 - Thence North 71 degrees 56 minutes 54 seconds
West, 115.17 feet to a point,
Course No. 4 - Thence North 26 degrees 56 minutes 54 seconds
West, 48.61 feet to a point,
Course No. 5 - Thence North 18 degrees 03 minutes 06 seconds
East, 133.16 feet to a point,
Course No. 6 - Thence North 63 degrees 03 minutes 06 seconds East
42.08 feet to a point,
Course No. 7 - Thence South 26 degrees 56 minutes 54 seconds
East, 11.21 feet to a point,
Course No. 8 - Thence South 71 degrees 56 minutes s54 seconds
East 104.42 feet to a point,
Course No. 9 - Thence South 26 degrees 56 minutes 54 seconds
East, 6.14 feet to a point,
Course No. 10- Thence North 63 degrees 03 minutes 06 seconds
East, 150.30 feet to a point,
Course No. 11- Thence North 26 degrees 56 minutes 54 seconds
West, 125.08 feet to a point,
Course No. 12- Thence North 43 degrees 07 minutes 26 seconds
West, 222.85 feet to a point in the Southeasterly Limited Access
Right-of-Way of Xxxxxxxxxx 000,
Xxxxxx Xx. 00- Xxxxxx Xxxxx 00 degrees 03 minutes 06 seconds
East, along
Exhibit A, page 4 of 4
the Southeasterly Limited Access Right-of-Way of Interstate 271,
a distance of 41.65 feet to a point,
Course No. 14- Thence South 43 degrees 07 minutes 26 seconds
East, 193.47 feet to a point,
Course No. 15- Thence South 26 degrees 56 minutes 54 seconds
East, 504.28 feet to a point,
Course No. 16- Thence South 63 degrees 03 minutes 06 seconds
West, along the Northwesterly sideline of Landerbrook Drive,
50.00 feet to a point,
Course No. 17- Thence North 26 degrees 56 minutes 54 seconds
East, 310.89 feet to a point,
Course No. 18- Thence South 63 degrees 03 minutes 06 seconds
West, 112.31 feet to a point,
Course No. 19- Thence South 18 degrees 03 minutes 06 seconds
West, 127.40 feet to a point,
Course No. 20- Thence South 26 degrees 56 minutes 54 seconds
East, 220.80 feet to a point in the Northwesterly sideline of
Landerbrook Drive,
Course No. 21- Thence South 63 degrees 03 minutes 06 seconds
West, along the Northwesterly sideline of Landerbrook Drive
117.13 feet to the principal point of beginning and containing
1.947 acres of land be the same more or less, but subject to all
legal highways and easements of record.
Parcel No. 5 (Easement Estate)
Easement Rights created, defined and described in the Reciprocal
Easement Agreement dated as of June 27, 1995, filed for record
July 5, 1995 at 2:34 P.M., and recorded in Volume 95-05300, Page
16, as amended in the First Amendment to Reciprocal Easement
Agreement dated as March 26, 1996, filed for record April 10,
1996 at 3:42 P.M., and recorded in Volume 96-03123, Page 33 of
Cuyahoga County Records.
