Res 2017-044/Wildenthal Executed

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to effect such adjustment. The escrow fee for Closing shall be shared equally by TPL and City. City believes that if the Property is conveyed by TPL to City that no compensatory or roll back taxes would arise from the termination of a preferential tax classification of the Property payable as a result of TPL's conveyance to City, as City is a governmental entity. If any such monetary obligation arises as a result of TPL's conveyance to City, satisfaction of such obligation will be City's responsibility. Other fees and charges not otherwise allocated in this Agreement shall be allocated in accordance with the customary practice of Hays County, Texas. 9. Notices. All notices pertaining to this Agreement shall be in writing delivered to the parties hereto personally by hand, telecopier, courier service or Express Mail, or by first class mail, postage prepaid, at the addresses set forth in Recital A. All notices shall be deemed given when deposited in the mail, first class postage prepaid, addressed to the party to be notified; or if delivered by hand, telecopier, courier service or Express Mail, shall be deemed given when delivered. The parties may, by notice as provided above, designate a different address to which notice shall be given. 10. Remedies Upon Default. In the event either party defaults in the performance of any of its obligations under this Agreement, the non -defaulting party shall have the right of specific performance against the defaulting party, in addition to any and all other remedies provided in this Agreement, or by law or equity. 11. No Broker's Commission. Each party represents to the other that it has not used a real estate broker in connection with this Agreement or the transaction contemplated by this Agreement. In the event any person asserts a claim for a broker's commission or finder's fee against one of the parties to this Agreement, the party on account of whose conduct the claim is asserted will hold the other party harmless from said claim. 12. Time of the Essence. Time is of the essence of this Agreement. 13. Binding on Successors. This Agreement shall be binding not only upon the parties but also upon their heirs, personal representatives, assigns, and other successors in interest. 14. Additional Documents. TPL and City agree to execute such additional documents, including escrow instructions, as may be reasonable and necessary to carry out the provisions of this Agreement. 15. Assignment. City may not assign its interests under this Agreement without the written consent of TPL. 16. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire agreement between City and TPL pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings. No Agent of sale City of San Marcos_Wildenthal Phase 2 (3-46-17).doc