PURCHASE AGREEMENT Seller Purchaser Exhibit A Premises Purchase Price Deed Owner s Policy Title Company

Transcription

1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is made and entered into by and between Cleveland Restoration Society, an Ohio not-for-profit corporation with its principal place of business at 3751 Prospect Avenue, Cleveland, Ohio ( Seller ) and, whose address is ( Purchaser ). 1. PREMISES. Seller shall sell, and Purchaser shall purchase, upon the terms and conditions of this Agreement, the real property located at 2834 Courtland Boulevard, Shaker Heights, Cuyahoga County, Ohio 44122, Permanent Parcel No as more fully described in Exhibit A attached hereto, together with all buildings, improvements, buildings, fixtures, appurtenances, privileges and easements (collectively, the Premises ). 2. PURCHASE PRICE. Purchaser shall pay the sum of Dollars ($ ) for the Premises (the Purchase Price ), which shall be payable as follows: (a) Earnest money of Dollars ($ ) (the Earnest Money ) shall be deposited with the Escrow Agent (as hereinafter defined in Section 6) upon Seller s signing of this Agreement. The Earnest Money shall be applied against the Purchase Price on Closing (as defined below); and (b) Cash equal to Dollars ($ ) to be deposited with the Escrow Agent on or before the Closing Date (as hereinafter defined in Section 7). 3. WARRANTY DEED. Seller shall convey (or cause to be conveyed) fee simple title to the Premises to Purchaser, by good and sufficient limited warranty deed (the Deed ), conveying title to Purchaser, free and clear of all liens and encumbrances, except the following: (i) zoning ordinances, if any; (ii) taxes and assessments (both general and special) not yet due and payable; (iii) encroachments, reservations, restrictions, easements, limitations, and conditions of record; (iv) the designation of the Premises as a Landmark under the Landmark Ordinance of the City of Shaker Heights, Ohio; and (v) the Declaration setting forth Historic Preservation Requirements described and defined in Section 14 hereof. 4. TITLE INSURANCE. Seller shall furnish to Purchaser an owner s fee policy of title insurance in the ALTA 2006 Form (the Owner s Policy ), to be issued by Surety Title Company Agency, Inc. (the Title Company ). The Owner s Policy shall be in the amount of the Purchase Price, insuring title to the Premises, immediately upon the filing of the Deed for record, to be good in Purchaser as provided in Section 3 above. Seller shall cause the Title Company to issue to Purchaser a written title commitment for the Owner s Policy evidencing the results of a title examination within twenty (20) days after execution of this Agreement. All costs of obtaining the title examination, title commitment and Owner s Policy shall be paid for as provided in Section 8 of this Agreement.

2 5. TITLE DEFECTS. If the title commitment issued by the Title Company discloses any defects in the title, Purchaser shall notify Seller in writing (the Written Notice ). Seller then, within thirty (30) days after the receipt of the Written Notice, shall have the option to secure the removal of such defects from the title; provided, however, that Seller shall be obligated to cure monetary defects in the nature of mortgages, judgment liens, mechanic s liens, or tax or other governmental liens, federal or state. If Seller is unable or unwilling to cure such defect, Purchaser shall have the option, to be exercised by Purchaser in writing within ten (10) days after the expiration of such thirty (30) day period, of either (i) accepting title to the Premises subject to such defects in the title without any reduction in the Purchase Price or (ii) terminating this Agreement. If Purchaser elects to terminate this Agreement, the Escrow Agent shall return all funds and documents deposited with it to the party who so deposited the same and thereupon the parties shall be released from any further obligations hereunder each to the other, except that all title and escrow expenses shall be paid for by Seller. 6. ESCROW AGENT. This transaction shall be placed in escrow with the Title Company (in such capacity referred to as the Escrow Agent ), and this Agreement, together with the Escrow Agent s usual conditions of acceptance, shall serve as escrow instructions; provided, however, that in the event of any conflict between the provisions of this Agreement and the Escrow Agent s usual conditions of acceptance, the provisions of this Agreement shall govern. 7. CLOSING DATE. Subject to the terms and conditions of this Agreement, the Closing shall occur on or before (the Closing Date ). If an earlier date is selected for the Closing, such Closing Date shall be selected by mutual written consent of the parties. All documents necessary for the completion of this transaction shall be deposited with the Escrow Agent on the business day immediately prior to the Closing. 8. CLOSING ADJUSTMENTS. When all documents and funds have been deposited in escrow and the Title Company is in a position upon the filing of the Deed for record to issue its Owner s Policy as provided for herein, the Escrow Agent shall promptly file the Deed for record and complete this transaction (the Closing ) after making the adjustments and prorations hereinafter provided: (a) Seller shall pay the cost of the title examination, commitment fee and onehalf (1/2) the cost of the premium for the Owner s Policy, any transfer taxes and conveyance fees, one-half (1/2) of the escrow fee, fees to prepare the Deed, and any other costs, expenses and/or prorations to be paid by Seller as provided herein. (b) Purchaser shall pay the cost of recording the Deed and any of Purchaser s mortgage financing documents, one-half (1/2) the cost of the premium for the Owner s Policy, one-half (1/2) of the escrow fee and any other costs, expenses and/or prorations to be paid by Purchaser as provided herein. (c) Real estate taxes and assessments, both general and special, shall be prorated between the parties as of the Closing based upon the amounts shown on the last available tax duplicate which shall be final for this proration. 2

3 9. POSSESSION. Seller shall deliver possession of the Premises, in its present condition, subject to normal wear and tear, to Purchaser on the Closing Date. 10. UTILITIES. All utilities, including, but not limited to water, electricity and gas meters in the name of Seller shall be read promptly as of the date possession is actually delivered and Seller shall pay the final bills for all utilities, including cable television (if any), servicing the Premises. Escrow Agent is authorized to withhold $200 until receipt of evidence of payment of final water bill by Seller. 11. DISCLOSURE. (a) Purchase of the Premises AS IS. Except as specifically provided to the contrary in this Agreement, Purchaser and Seller agree that the Premises are being purchased and sold in their present condition, AS IS-WHERE IS, with all faults, and without any warranties or representations. (b) State of Ohio Residential Property Disclosure Form Form to Purchaser; (1) Seller has already delivered a copy of the Disclosure (2) Seller shall deliver a copy of the Disclosure Form to Purchaser within three days following the date of this Agreement; or XX (3) This transaction is exempt from the Disclosure Form requirements. See Ohio Rev. Code (B)(2)(f). (c) Lead Warning Statement. Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The Seller of any interest in residential real property is required to provide the Purchaser with any information on lead-based paint hazards from risk assessments or inspections in the Seller s possession and notify the Purchaser of any known lead-based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase. (d) Seller s Disclosure Regarding Lead Based Paint. Seller and Purchaser have completed and executed the Lead Based Paint disclosure information attached hereto as Exhibit B. 12. REPRESENTATIONS AND WARRANTIES. Seller covenants, represents and warrants as follows: 3

4 (a) that as of the Closing the Premises shall be free from mechanic s liens or the possibility of the rightful filing thereof; and (b) that from the date hereof until the Closing, Seller will neither do, nor commit, nor suffer to be done any act or thing which would adversely affect Seller s present title to the Premises. 13. INSPECTION. Purchaser acknowledges that he or she has had the right to cause the Premises to be inspected by an inspector or inspectors of Purchaser s choice. Such right to inspection was without limitation. Purchase hereby acknowledges that he or she is satisfied with the results of such inspection. 14. HISTORIC PRESERVATION REQUIREMENTS. Purchaser acknowledges that the preservation of historic properties is central to Seller s mission and that Seller would not enter into the transaction contemplated by this Agreement but for Purchaser s agreement to undertake certain stewardship responsibilities to preserve the architectural character of the property while enabling the house to serve future owners and families. The parties each understand that significant rehabilitation is necessary in order to make the Premises comfortable for the 21st century. Seller is available to provide technical assistance to help Purchaser to make changes sensitively. The Purchaser therefore accepts and agrees that, prior to Closing, Seller shall execute a Declaration of Covenants, Conditions, and Restrictions substantially in the form attached hereto as Exhibit C (the Declaration ) setting forth certain historical preservation obligations (as further described in the Declaration, the Historical Preservation Requirements ) which shall be recorded in the Official Records of Cuyahoga County, Ohio. The Purchaser shall accept the Deed expressly subject to such Declaration. The Purchaser further acknowledges and agrees that such Declaration shall run with the land and bind Purchaser and Purchaser s heirs, executors, successors and assigns, and any others who may, as of the Closing Date or thereafter acquire title or other interest in the Premises. 15. RISK OF LOSS. Seller shall keep the Premises insured against all risks and losses, to the full insurable value thereof, until Closing. Risk of loss to the Premises or any part thereof shall remain on Seller until the Closing. If any part of the Premises is damaged by fire or other casualty prior to the Closing and the cost of repair for such damage is Fifty Thousand Dollars ($50,000.00) or less, Purchaser shall receive the proceeds of all insurance payable because of such casualty and thereupon this transaction shall be consummated in accordance with the terms hereof without reduction in the Purchase Price except for the amount of any deductible amount of such coverage. If the Premises or any part thereof are destroyed or damaged by fire or other casualty prior to the Closing Date and the cost of repair of all such damage or destruction prior to the completion of this transaction will exceed Fifty Thousand Dollars ($50,000.00), Seller shall notify Purchaser within fifteen (15) days thereafter and Purchaser may elect: (a) to receive the proceeds of all insurance payable in connection therewith and thereupon this transaction shall be consummated in accordance with the terms hereof without reduction in the Purchase Price; or 4

5 (b) to terminate this Agreement, in which event the Escrow Agent shall return all funds and documents deposited with it to the party who so deposited the same and thereupon the parties shall be released from any further obligations hereunder each to the other, except that expenses of the Escrow Agent shall be borne equally between Seller and Purchaser. If Purchaser shall fail to make its election under subsection (a) or (b) above within thirty (30) days after receiving such notice from Seller, Purchaser shall be deemed to have elected option (a). Whenever an estimate of the reasonable cost of repairs is required, such estimate shall be promptly obtained by Purchaser from a responsible, reputable contractor reasonably acceptable to Seller. 16. BROKER. The parties acknowledge that Aryeh I. Dori and IRG HOMES, LLC have acted as real estate broker with respect to this transaction. Such broker and firm are acting without compensation and will not receive any real estate commission in connection with the transaction contemplated hereby. Purchaser and Seller mutually represent to each other that they have dealt with no other broker with respect to this transaction. Each party hereto agrees to indemnify the other from and against all loss, cost, damage or expense arising out of or resulting from any act or acts of the indemnifying party which gives rise to any claim of any such broker or agent in connection with this transaction. 17. POINT OF SALE INSPECTION. Purchaser acknowledges receipt from Seller of a copy of the Point of Sale Certificate of Inspection from the City of Shaker Heights, Ohio (the Certificate ) dated and the repair estimate required by Shaker City Ordinance Section (d). Purchaser agrees to deposit with the Escrow Agent a statement signed by the Purchaser acknowledging receipt of the Certificate listing on it the date the Certificate and estimate were given to Purchaser and that Purchaser reviewed the Certificate and estimate prior to executing this Agreement. Purchaser agrees to assume and correct, at Purchaser s expense and at Purchaser s risk, within the time period required by the ordinances of the City of Shaker Heights, Ohio, all items noted on the Certificate. 18. THE TERMS AND CONDITIONS SET FORTH HEREIN CONSTITUTE THE EXPRESSION OF ALL THE TERMS OF THIS AGREEMENT AND A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN PURCHASER AND SELLER. PURCHASER ACKNOWLEDGES THAT THE PREMISES ARE BEING PURCHASED IN THEIR PRESENT PHYSICAL CONDITION AND THAT PURCHASER HAS EXAMINED THE PREMISES. PURCHASER FURTHER ACKNOWLEDGES THAT THERE HAVE BEEN NO REPRESENTATIONS, WARRANTIES OR STATEMENTS MADE CONCERNING THE CONDITION OF THE PREMISES OTHER THAN THOSE CONTAINED HEREIN AND THAT PURCHASER HAS NOT RELIED ON ANY OTHER REPRESENTATIONS, WARRANTIES OR STATEMENTS. ANY REPRESENTATIONS, PROMISES, WARRANTIES OR STATEMENTS BY ANY BROKER, SALESMAN, AGENT, OR EMPLOYEE OF SELLER THAT DIFFER IN ANY WAY FROM THE TERMS AND CONDITIONS HEREOF SHALL BE GIVEN NO EFFECT OR FORCE. THE PREMISES AND ANY AND ALL PARTS THEREOF OR EQUIPMENT THEREON IS BEING SOLD TO PURCHASER AS IS, WHERE IS, AND WITH ALL FAULTS. SELLER MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE 5

6 PREMISES OR ANY PARTS THEREOF OR EQUIPMENT THEREOF EXCEPT AS REQUIRED TO BE MADE IN THE DEED PURSUANT TO SECTION 3. SELLER MAKES NO WARRANTY AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE(S) OF THE PREMISES, OR ANY PART THEREOF OR ANY EQUIPMENT THEREON. 19. BREACH BY SELLER. In the event of a breach of this Agreement by Seller, Purchaser shall be entitled, as Purchaser s exclusive remedy, to terminate this Agreement. If Purchaser elects to terminate this Agreement due to a breach by Seller, the Escrow Agent shall return all funds and documents deposited with it to the party who so deposited the same and thereupon the parties shall be released from any further obligations hereunder each to the other, except that all title and escrow expenses shall be paid for by Seller. 20. BREACH BY PURCHASER. Purchaser agrees that in the event of the breach by Purchaser in the performance of this Agreement, the Escrow Agent shall pay to Seller the Earnest Money as liquidated damages, and thereupon the parties shall be released from any further obligations thereunder each to the other, except that all title and escrow expenses shall be paid for by Purchaser. Purchaser and Seller acknowledge and agree that the payment of Earnest Money as liquidated damages pursuant hereto is fair and reasonable in light of all the circumstances existing on the date of this Agreement, including the parties estimation of the possible range of damages to Seller in the event of any default or breach of this Agreement by Purchaser. Purchaser and Seller hereby agree that the damages that would be suffered by Seller in the event of such default by Purchaser would be impossible to determine accurately and that proof of the amount of such damages would be costly and inconvenient. 21. BINDING EFFECT. Upon execution by Purchaser and Seller, this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their heirs, executors, administrators, successors and assigns. 22. NOTICES. Unless otherwise provided elsewhere in this Agreement, all communications and notices with respect to this Agreement shall be given by (A) personal delivery, (B) overnight mail or commercial carrier service (UPS/FedEx/etc.), or (C) certified mail, return-receipt requested, addressed as follows: To Seller: To Purchaser: Cleveland Restoration Society Attn. Ms. Kathleen H. Crowther, President 3751 Prospect Avenue Cleveland, Ohio

7 Notices delivered pursuant to the provisions of this Section 22 shall be deemed delivered upon personal delivery under Section 22(A), or delivery by the sender to the U.S. Postal Service or commercial carrier service under Section 22(B) or (C). 23. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all such counterparts together shall constitute one and the same instrument. 24. Notwithstanding anything to the contrary in this Agreement, this Agreement shall constitute an offer by Purchaser to purchase the Premises from Seller. If a copy of this Agreement executed by Seller is not delivered to Purchaser, to evidence Seller s acceptance of the terms hereof, on or before P.M., local Cleveland, Ohio time on, 20, the offer constituted hereby shall be null and void. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK] 7

8 IN WITNESS WHEREOF, this Agreement has been executed and accepted by Seller on the day of, 201_ and Purchaser on the day of, 201_. SELLER: Cleveland Restoration Society, an Ohio non-profit corporation, By: Print: Title: and By: Print: Title: PURCHASER: 8

9 EXHIBIT A Legal Description of the Premises Situated in the City of Shaker Heights, County of Cuyahoga and the State of Ohio and known as being all of Sublot No. 200 and part of Sublot No. 201 in the Van Sweringen Company s Subdivision No. 14 of part of Original Warrensville Township Lot Nos. 34 and 35, as shown by the recorded plat in Volume 50 of Maps, Page 1 of Cuyahoga County Records and together forming a parcel of land, bounded and described as follows: Beginning on the Westerly line of Courtland Boulevard, at the Southeasterly corner of said Sublot No. 201; Thence Northerly along the Westerly line of Courtland Boulevard feet to the Easterly end of the curved turnout between the Westerly line of Courtland Boulevard and the Southeasterly line of Manchester Road; Thence Westerly along curved turnout feet to the Southeasterly line of Manchester Road; Thence Southwesterly along the Southeasterly line of Manchester Road, feet to the most Westerly corner of said Sublot No. 200; Thence Southeasterly along the Southwesterly line of said Sublot No. 200, feet to the Northwesterly corner of said Sublot No. 201; Thence Southerly and parallel with the Westerly line of Courtland Boulevard, feet to the Southerly line of said Sublot No. 201; Thence Easterly along the Southerly line of said Sublot No. 201, feet to the place of beginning, as appears by said plat, be the same more or less, but subject to all legal highways. (Permanent Parcel No ).

10 Lead Warning Statement EXHIBIT B Disclosure of Information on Lead-Based Paint and/or Lead-Based Paint Hazards Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the Purchaser with any information on lead-based paint hazards from risk assessments or inspections in the seller s possession and notify the Purchaser of any known lead-based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase. Seller s Disclosure (a) Presence of lead-based paint and/or lead-based paint hazards (check (i) or (ii) below): (i) Known lead-based paint and/or lead-based paint hazards are present in the housing (explain). (ii) X Seller has no knowledge of lead-based paint and/or lead-based paint hazards in the housing. (b) Records and reports available to the seller (check (i) or (ii) below): (i) Seller has provided the purchaser with all available records and reports pertaining to lead-based paint and/or lead-based paint hazards in the housing (list documents below). (ii) X Seller has no reports or records pertaining to lead-based paint and/or lead-based paint hazards in the housing. Purchaser s Acknowledgment (initial) (c) Purchaser has received copies of all information listed above. (d) Purchaser has received the pamphlet Protect Your Family from Lead in Your Home. (e) Purchaser has (check (i) or (ii) below): (i) received a 10-day opportunity (or mutually agreed upon period) to conduct a risk assessment or inspection for the presence of lead-based paint and/or lead-based paint hazards; or (ii) waived the opportunity to conduct a risk assessment or inspection for the presence of lead-based paint and/or lead-based paint hazards. Agent s Acknowledgment (initial) (f) Agent has informed the seller of the seller s obligations under 42 U.S.C. 4852d and is aware of his/her responsibility to ensure compliance. Certification of Accuracy The following parties have reviewed the information above and certify, to the best of their knowledge, that the information they have provided is true and accurate. Seller Date Seller Date Purchaser Date Purchaser Date Agent Date Agent Date

11 EXHIBIT C DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS THIS DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS (this Declaration ) is made as of the day of, 20 by Cleveland Restoration Society, an Ohio nonprofit corporation ( CRS or Declarant ). RECITALS: A. Declarant is the owner of certain land and improvements located in Cuyahoga County, Ohio, more particularly described in Exhibit A attached hereto and incorporated herein (the Property ). B. Declarant acquired the Property to abate a public nuisance at said Property and to ensure the historical character and uniqueness of the Property was maintained. C. Declarant intends by this Declaration to formalize the restrictions of use and other matters affecting the Property, in order to ensure the continued preservation and maintenance of the Property s historical character. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Declarant hereby declares that the Property shall be subject to the covenants and restrictions more particularly set forth herein, which shall run with the title to the Property and be binding upon all persons having any right, title, or interest therein, their respective heirs, legal representatives, successors, successors-in-title, and assigns. 1. Declaration Binding. This Declaration shall run with the Property and bind Declarant and all future owners of the Property (each, an Owner ) for a period of fifty (50) years from the date this Declaration is recorded and shall automatically be renewed on an annual basis thereafter unless Declarant (or Declarant s successor) records a termination of this Declaration in the land records of Cuyahoga County, Ohio. 2. Restrictions on Use of Property. The Property shall be maintained in good condition (meaning that no feature of the Property shall require more than minor repair or routine maintenance) and in compliance with the prevailing building, housing, and zoning codes of the City of Shaker Heights, Ohio, as said codes may be amended or revised from time to time. 3. Development Restrictions. Any construction, demolition, repairs, or other modifications to the Property including, without limitation, to the landscape or any building(s) upon the Property shall be subject to the following restrictions and requirements: (a) No changes to the exteriors of building(s) or environment on the Property, including new construction or hardscape, shall be made until all of the following occur:

12 (i) The Owner obtains a Certificate of Appropriateness from the City of Shaker Heights, Ohio Landmark Commission (the Landmark Commission ) or, if no longer applicable, any subsequent similar certificate or approval approving all such changes, to the extent that such changes require the Landmark Commission s approval pursuant to the then-prevailing laws, ordinances, rules, and regulations of the City of Shaker Heights, Ohio; (ii) The Owner obtains CRS written approval of all plans and specifications to be submitted in connection with the request for issuance of a Certificate of Appropriateness (or equivalent approval) from the Landmark Commission; and (iii) The Owner obtains CRS approval, in advance and in writing, of all proposed changes, including but not limited to (1) new construction (including but not limited to a carriage house or pool house), (2) additions, (3) demolitions, (4) window alteration or replacement, (5) changes to any exterior features of any building(s) on the Property, and (6) any hardscape installations as part of any landscape at the Property. (b) Any changes to the exterior of any building(s) on the Property shall preserve, to the extent possible, historic materials, features, and spatial relationships that characterize such building(s). 4. CRS Review. CRS agrees that its approval of any matters for which this Declaration requires its approval shall not be unreasonably withheld, but may be subject to such reasonable conditions as CRS in its discretion may determine. Owner shall provide all plans and specifications to CRS no less than fourteen (14) days prior to the date Owner intends to submit such materials to the Landmark Commission for approval pursuant to Section 3(a)(i). Owner further agrees to provide CRS with all plans, specifications, drawings, or other materials as CRS may reasonably request, upon request, in connection with CRS consideration of any request for approval submitted in accordance with Section Default; Remedies. Should Declarant or any Owner default in the performance of its obligations hereunder, the non-defaulting party shall have the right to enforce, by any proceeding at law or in equity, all covenants, restrictions, reservations and conditions imposed on the Property herein. Upon the transfer of an Owner s interest in its Property, then such transferring party shall have no further responsibility hereunder with respect to any matters accruing thereafter and the Property and the new Owner of an interest therein shall become a responsible party hereunder, succeeding to all rights and duties of the transferor. In addition to all other remedies available at law or in equity, the non-defaulting party may apply for and obtain from a court of competent jurisdiction equitable relief in the way of a temporary restraining order, temporary and permanent injunction and/or a decree of specific performance prohibiting such activities in violation of the provisions hereof and/or enforcing the terms of this Declaration. 6. Costs of Enforcement. If CRS brings an action against any other party under this Declaration and prevails, CRS shall be entitled to collect all of its costs of the action, including reasonable attorney fees, from the non-prevailing party. In any other action under this Declaration each party shall pay its own costs of the action. 7. Waiver of Right to Trial by Jury. Each party hereby waives, to the fullest extent permitted by law, the right to trial by jury in any action, proceeding or counterclaim filed by either party, whether in contract, tort or otherwise, relating directly or indirectly to this Declaration. 8. No Waiver. The failure of a Declarant to insist upon strict performance of any of the terms, covenants or conditions hereof shall not be deemed a waiver of any rights or remedies which that party may have hereunder, at law or in equity, and shall not be deemed a waiver of any subsequent breach or default in any of such terms, covenants or conditions. 9. Severability. If any of the provisions of this Declaration shall otherwise contravene or be 2

13 invalid under the laws of any state or other jurisdiction where it is applicable but for such contravention or invalidity, such contravention or invalidity shall not invalidate all of the provisions of this Declaration, but rather it shall be construed, insofar as the laws of the state or jurisdiction are concerned, as not containing the provision or provisions contravening or invalid under the laws of that state or jurisdiction, and the rights and obligations created hereby shall be construed and enforced accordingly. 10. Effect of Change In Property Landmark Status. In the event that the Property shall cease to be designated as a landmark property under the applicable laws and ordinances of the City of Shaker Heights, Ohio, Section 3(a)(i) shall not apply for such time period as the Property shall not be so-designated. 11. Entire Agreement. This Declaration and the exhibits hereto contain the entire agreement with respect to the subject matter hereof. All exhibits referenced herein and are attached hereto and are incorporated herein by such reference as if fully rewritten herein. written. IN WITNESS WHEREOF, the undersigned has executed this Declaration as of the date first above CRS: Cleveland Restoration Society, an Ohio non-profit corporation, By: Print: Title: and By: Print: Title: STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) The foregoing instrument was acknowledged before me this day of, 20, by Cleveland Restoration Society, an Ohio nonprofit corporation, by, its, and by, its, who are personally known to me or have produced as identification. Notary Public, State of Ohio Printed name: My Commission Expires: 3