FC Cincinnati/CMHA Option Agreement Proposal

OPTION AGREEMENT
THIS OPTION AGREEMENT (this “Agreement”), is made as of January ___, 2018 (the
“Effective Date”), by and between FUSSBALL CLUB CINCINNATI, LLC, a Delaware limited
liability company (“Purchaser”), whose address is 14 E. 4th Street, Third Floor, Cincinnati, Ohio
45202, and CINCINNATI METROPOLITAN HOUSING AUTHORITY (“Seller”), a body
corporate and politic under Section 3735.27 et seq., Ohio Revised Code, whose address is 1627
Western Avenue, Cincinnati, Ohio 45214. The parties hereto, for themselves, and their
respective successors and assigns, for the Option Fee (as hereinafter defined), and other good and
valuable consideration, hereby covenant as follows:
1. Grant of Option. In consideration of $100.00 (“Option Fee”), receipt whereof is

hereby acknowledged, the undersigned Seller does herby grant to Purchaser an exclusive option
to purchase approximately ____ acres of real estate as shown on the attached Exhibit “A” (the
“Property”). This option shall last for a period of 365 days from the Effective Date (the “Option
Period”).
2. Exercise of Option. The option to purchase may be exercised by Purchaser by

delivering written notice thereof to Seller at any time prior to the expiration of the Option Period.
3. Expiration of Option. In the event that Purchaser fails to exercise the option
during the Option Period, then the option herby granted shall expire and all money paid to seller
shall remain the property of the Seller.
4. Purchase Price. The purchase price of the Property shall be the fair market value
of the Property, as determined by an appraisal which Seller shall procure during the Option
Period. The purchase price shall be payable at closing, and Purchaser shall receive a credit
against the purchase price for all amounts previously paid to Seller pursuant to this Agreement.
5. Conveyance. In the event Purchaser exercises the option herein granted, Seller
shall convey to Purchaser good and marketable title to said Property by General Warranty Deed,
with release of dower, free from all encumbrances except for utility easements of record. Real
estate taxes and assessments shall be prorated as of the closing. Seller shall be responsible for
any real estate taxes that are recouped or recaptured subsequent to closing as a result of
Purchaser’s proposed development of the Property. Seller shall pay all conveyance and transfer
associated with the conveyance.
6. Closing. The closing shall take place with-in (30) days after the exercise of the
option agreement at such date and time and place as shall be mutually agreed upon by the parties
hereto.
7. Site Investigation and Condition of Real Estate. Seller herby grants to Purchaser
the right to enter onto the Property to conduct such engineering and soil testing as it deems
appropriate. This shall also include Purchaser’s right to determine whether the Property is
suitable for Purchaser’s intended use. Purchaser shall conduct such site investigation in such a
manor so as to minimize any damage to the Property and Purchaser shall restore any damaged
areas of the Property. Prior to the closing, Seller shall not make any material alterations to the
Property without the prior written consent of Purchaser.
Within ten (10) days from the Effective Date, if Seller has any in his possession, Seller
shall deliver to Purchaser copies of all engineering reports, topographical maps, soil test,
feasibility studies, easement agreements, subdivision approvals and surveys in Seller possession
pertaining to the Property. Seller represents and warrants to Purchaser that, to the best of Seller’s
knowledge, the Property is free from any and all hazardous substances and waste, asbestos
underground storage tanks, PCB’s and wet lands. On or before closing, Purchaser, at its expense
shall perform an environmental audit and wet lands assessment on the Property. In the event
such audit discloses the presence of hazardous substances, waste, asbestos, underground storage
tanks or underground or PCB’s, then unless Seller, at Sellers option agrees, within ten (10) days
after receipt of notice of the results of such audit, to remove and clean up any such hazardous
substances, waste, asbestos, or underground storage tanks and to pay the cost of such removal
and clean up prior to the closing date, the Agreement shall terminate and any option deposit
made to Purchaser shall be returned in full and neither party shall be under any further
obligation. Additionally, in the event such wet lands assessment discloses the presence of wet
lands in excess of one-fourth (1/4) acres, Purchaser shall have the right to terminate this
agreement by written notice to Seller, and any option deposit made by Purchaser shall be
returned, and neither party shall be under any further obligation.
8. Contingencies. Purchasers may exercise the option granted pursuant to this

Agreement at any time prior to the expiration of the Option Period. Unless and until Purchaser
exercises such option in a manner set forth in Section 2 above, Purchaser shall have no
obligation to Purchase the Property, nor shall Purchaser have any liability with respect thereto.
9. Broker. The parties do mutually represent to each other that no brokerage

commission shall be due upon the execution of this agreement or the transfer of all or part of the
Property. The parties agree to hold each other harmless and indemnify each other as a result of a
claim for real estate commission asserted by any broker as a result of any dealings with either
party hereto.
10. Signage. Purchaser shall have the right during the Option Period to place a “for
sale” sign on the Property.
11. Possession. Possession of the Property shall be delivered upon Closing.
12. Remedies. In the event of a default by Purchaser, Seller shall retain the Option
Fee provided to the Seller as Seller’s sole exclusive remedy. In the event of default by Seller,
Purchaser shall be entitled to any and all remedies including specific performance, damages and
such other remedies as may be available under applicable law the Option Fee advanced to Seller
shall be returned to Purchaser.
13. Notices. All notices, request, demands, approvals or other communications given
hereunder or in connection with this Agreement shall be in writing and shall be deemed given
when delivered by hand or sent electronically, by Registered or Certified mail, Return
Requested, address as follows:
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SELLER:
Cincinnati Metropolitan Housing Authority

1627 Western Ave.
Cincinnati, Ohio 45214
PURCHASER:
G. Jeffrey Berding, President

Fussball Club Cincinnati, LLC
14 E. 4th Street, Third Floor
Email: jeff@FCCincinnati.com
With a copy to:
James J. McGraw, Esq.

Keating Muething & Klekamp
One East Fourth Street, Suite 1400
Telephone: 513-579-6400
E-mail: jmcgraw@kmklaw.com
14. Miscellaneous. The foregoing Agreement contains the entire understanding

between Seller and Purchaser and no verbal representation heretofore made by either party to the
other shall be binding upon either of them. Purchaser shall have the right, in its sole and absolute
discretion, to assign this Agreement and all rights hereunder. This Agreement shall be binding
upon and insure to the benefit of the parties, their respective heirs, successors and assignments.
The representations made herein shall survive the closing and shall not be merged in the closing.
This Agreement shall be governed by and construed in accordance with the laws and regulation
of the State of Ohio.
[Remainder of page intentionally left blank]
-3-
IN WITNESS WHEREOF, the undersigned have executed the foregoing Agreement as
of the Effective Date.
PURCHASER:
FUSSBALL CLUB CINCINNATI, LLC,

a Delaware limited liability company
By:
Printed Name:
Title:
SELLER:
CINCINNATI METROPOLITAN
HOUSING AUTHORITY, body corporate
and politic under Section 3735.27, et seq.,
Ohio Revised Code
By:
Printed Name:
Title:
[Signature Page to Option Agreement]

Exhibit A
Depiction of Property
8126611.3

FC Cincinnati/CMHA Option Agreement Proposal

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OPTION AGREEMENT

1. Grant of Option. In consideration of $100.00 (“Option Fee”), receipt whereof is

2. Exercise of Option. The option to purchase may be exercised by Purchaser by

8. Contingencies. Purchasers may exercise the option granted pursuant to this

9. Broker. The parties do mutually represent to each other that no brokerage

11. Possession. Possession of the Property shall be delivered upon Closing.

Cincinnati Metropolitan Housing Authority

G. Jeffrey Berding, President

With a copy to:

James J. McGraw, Esq.

14. Miscellaneous. The foregoing Agreement contains the entire understanding

[Remainder of page intentionally left blank]

FUSSBALL CLUB CINCINNATI, LLC,

[Signature Page to Option Agreement]

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