A. Additional requirements to cooperate in the annexation process:
a. Prepare at Landowner's expense the annexation petition, map, legal description and other related information, as may be required by the Ohio Revised Code ("ORC"), to annex the Property to the City;
b. Landowner agrees that they will execute and cause any other underlying property owners to execute any necessary annexation petitions, as appropriate, and will not remove names from the petitions within the statutory period and will execute any other documents reasonably necessary to effectuate the annexation as may be required by law. The petition will be filed with the Trumbull County Commissioners. The Landowner agrees that all costs and expenses in petitioning for the annexation will be borne by the Landowner. Landowner further agrees that they will continue to support the annexation to the City throughout the process, including any appeal or court action;
c. Landowner and the City agree to cooperate and provide information, and to make witnesses available for, any hearing before the Board of Commissioners of Trumbull County, Ohio ("the Commissioners");
d. Landowner agrees that it will dedicate any property necessary for right-of-way improvements accessing the Property to the City at no charge to the City. Landowner agrees to provide City with any necessary easements for all public improvements, including but not limited to any sewer, water, and/or light required easements.
B. Intent of Parties. This Agreement shall be binding upon the Parties hereto and their respective successors and/or assigns, and by execution hereof, all Parties represent that they are duly authorized to sign it. By passage of Ordinance No. 58-19 on November 13. 2019, the City authorized the execution of this Agreement.
C. Cancellation or Termination. This Agreement may be cancelled or otherwise terminated by mutual written agreement of the Parties hereto or pursuant to the terms of this Agreement as to conflict in law and/or acts of God.
D. Remedies. Except as otherwise limited by Chapter 2744 of the Ohio Revised Code as to action for or against the City, the Parties hereto shall be afforded and do possess the right to seek every remedy available at law or in equity provided for under the laws of the State of Ohio as pertains to the terms and conditions, duties, obligations, privileges and rights of this Agreement and the enforcement thereof. Specifically, the parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the City shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.
E. Enforcement. Unless this Agreement is cancelled or otherwise terminated, this Agreement will be enforceable against any Party hereto per the laws, ordinances, resolutions, regulations or policies in effect at the time of the execution of this Agreement.
F. Assignment of Agreement. Landowner shall not assign this Agreement, or any part thereof or any duty, obligation, privilege or right granted under this Agreement, without the express written consent of the City, which shall not unreasonably be withheld.
G. Relative Rights. The rights and obligations of the parties hereunder shall be subject to the terms and conditions hereof, and will inure to the benefit of, and be binding on, the respective successors and assigns.
H. Entire Agreement Merger: Clause; Statement of Incorporation. It is agreed that the Agreement merges all of the oral negotiations, representations, discussions and understandings between the Parties, their legal counsel, agents or representatives. This Agreement contains the entire Agreement of the Parties with respect to its subject matter. All documents related to this Agreement and/or attached hereto as exhibits or addendums shall be incorporated into this Agreement by reference as if fully set out at length herein.
I. Severability. If any clause, sentence, paragraph or part of this Agreement shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair, or invalidate the remainder of this Agreement and the remainder of said Agreement shall continue in full force or effect.
J. Cooperation. The City will cooperate with Landowner to obtain any required and/or necessary permit from any government or governmental agency not a party to this Agreement.
K. Modifications or Amendment of Agreement. No modifications, amendments, alterations or additions shall be made to this Agreement except in a writing signed by all Parties hereto.
L. Recitals. The Parties acknowledge and agree that the facts and circumstances as described in the Recitals hereto are an integral part of this Agreement and as such are incorporated herein by reference.
M. Executed 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. It shall not be necessary in proving this Agreement to produce or account for more than one of those counterparts.
N. Captions. The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
O. Survival of Representations and Warranties. All representations and warranties of Landowner and the City in this Agreement shall survive the execution and delivery of this Agreement.
P. Effective Date. This Agreement shall be effective when signed by all the Parties hereto.
Q. Time. Time shall be of the essence in doing and performing all things to be done under the terms of this Agreement.
R. Applicable Law. This Agreement shall be governed by the laws of the State of Ohio, and any controversy arising hereunder shall have proper venue only in a court of competent jurisdiction in Trumbull County, Ohio.
S. Waiver. No delay or failure on the part of any Party to this Agreement in exercising any right, power, or privilege under this Agreement or under any other instrument given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or acquiescence therein. No single or partial exercise of any such right, power, or privilege shall preclude the further exercise of such right, power, or privilege.
T. Covenants Run with the Land. It is intended that the covenants, easements, agreements, promises and duties set forth in this Agreement shall be construed as covenants that run with the land. Landowner agrees that this contract shall be filed with the Trumbull County Recorder.