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convey fee title to the Property to the City for $1.00 following the date this Agreement is executed,
<br />and the City will re -convey the Property to thereafter for the same amount, in each case on,
<br />and subject to, the terms of this Agreement; and
<br />WHEREAS, the Developer has represented and agreed, and the City's support for the
<br />Project is predicated on the understanding that, the Project will comply with the terms and
<br />provisions of this Agreement; and
<br />WHEREAS, the City, by adoption of Ordinance No. 2021-, duly adopted by City
<br />Council on , 2021 (the "Implementing Ordinance"), has authorized the Mayor to
<br />enter into this Agreement for the development of the Development Site; and
<br />WHEREAS, the Parties desire to place of record against the Development Site this
<br />Agreement and the agreed upon plan and schedule of development, including restrictions on use
<br />of the Development Site, with the intent that same shall be construed as covenants binding on the
<br />Parties and their successors in interest, and benefitting and running with the land, enforceable by
<br />the Parties hereto in accordance with the terms hereof.
<br />NOW, THEREFORE, in consideration of the premises and the mutual covenants and
<br />promises herein contained, the sufficiency of which are acknowledged by the Parties hereto, the
<br />City and the Developer hereby agree as follows:
<br />I. INCORPORATION OF RECITALS; INTERPRETATION
<br />A. The recitals and "Whereas" clauses set forth above are fully incorporated in this
<br />Agreement and specifically made a part hereof, as if fully restated here.
<br />B . Any reference herein to the City or the City Council, or to any officer thereof,
<br />includes entities or officials succeeding to their respective functions, duties or
<br />responsibilities pursuant to or by operation of law or lawfully performing their functions.
<br />C. Any reference to a section or provision of the Constitution of the State, or to a
<br />section, provision or chapter of the Ohio Revised Code, or to any statute of the United
<br />States of America, includes that section, provision or chapter as amended, modified,
<br />revised, supplemented or superseded from time to time; provided, that no amendment,
<br />modification, revision, supplement or superseding section, provision or chapter shall be
<br />applicable solely by reason of this paragraph, if it constitutes in any way an impairment of
<br />the rights or obligations of the City, the Developer, or any other party under this Agreement
<br />or any other instrument or document entered into in connection with any of the foregoing.
<br />D. Unless the context indicates otherwise, words importing the singular number
<br />include the plural number, and vice versa. The terms "hereof," "hereby," "herein,"
<br />"hereto," "hereunder," "hereinafter" and similar terms refer to this Agreement; and the
<br />term "hereafter" means after, and the term "heretofore" means before, the date of this
<br />Agreement. Words of any gender include the correlative words of the other genders, unless
<br />the sense indicates otherwise.
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