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and effect. <br />C. This Agreement may be terminated or amended as to all or any portion of the Property at any <br />time bymutual written agreement between the City and Owner. <br />2.02 Authority <br />This Agreement isentered into, inpart, under the statutory authority ofSection 212.172ofthe Texas <br />Local' Government Code and the applicable provisions of the Texas Constitution and the laws of the <br />State ofTexas, By virtue of this Agreement, Owner agrees to authorize the full purpose annexation <br />of the Property by the City subject to applicable provisions of Chapter 43 of the Texas Local <br />Government Code and in accordance with the terms and conditions set forth in this Agreement. <br />2.03 Equivalent Substitute Obligation <br />If any Party is unable to meet an obligation under this Agreement due to a court order invalidating all <br />or a portion of this A8m*ement, preemptive state or federal law, an imminent and bona fide threat to <br />pub|iosafety,thsd prevents performance orrequires different performance, changed circumstances <br />or subsequent conditions that would legally excuse performance under this Agreement, or any other <br />reason beyond the Party's reasonable and practical control, the Parties will cooperate torevise this <br />Agreement toprovide for an equivalent substitute right or obligation as similar in terms to the Rlegal, <br />invalid, or unenforceable provision as is possible and is legal, valid and enfnroeab|e, or other <br />additional or modified rights or obligations that vv0y most nearly preserve each Party's cmeoaD <br />contractual benefit under this Agreement. <br />2.04 Cooperation <br />The Parties agree to execute and deliver all such other and further documents or instruments and <br />undertake such other and further actions as are or may become necessary or convenient to effectuate <br />the purposes and intent mfthis Agreement. <br />2.05 Litigation <br />In the event ofany third -party lawsuit or other claim relating to the validity of this Agreement or any <br />action taken by the Parties hereunder, Owner and the City agree to cooperate in the defense of such <br />suit or claim, and to use their respective best efforts to resolve the suit or claim without diminution of <br />their respective rights and obligations under this Agreement, but only to the extent each party <br />determines, inits sole discretion, that its interests are aligned nrnot inconflict with the other party's <br />interests. The filing of any third -party Iawsuit relating tothis Agreement orthe development ofthe <br />Property will not de|ay, obop, or otherwise affect the development of the Property or the City's <br />processing or issuance of any approvals for the development of the Prnperty, unless otherwise <br />required by a Court of competent jurisdiction. The City agrees not to stipulate or agree to the issuance <br />of any court order that would impede or delay the City's processing or issuance of approvals for the <br />development ofthe Property. <br />2.06 Default <br />Notwithstanding anything herein tothe contrary, no Party shall be deemed to be in default hereunder <br />until the passage of thirty (30) business days after receipt by such party of notice of default from the <br />other Party. Upon the passage of thirty (30) buo|nmmm days without cure of the default, such Party <br />mho|| be deemed to have defaulted for all purposes of this Agreement. In the event of non -cured <br />defou|t, the non -defaulting Party shall have all the rights and remedies available under applicable <br />law, incMing the right to institute legal action to cure any dafau|t, to enjoin any threatened or <br />attempted violation of this Agreement, or to enforce the defaulting Party's obligations under this <br />Agreement by specific performance. Nothing herein shall prevent the Parties from extending the <br />above specified time frames for default and/or cure by mutual written agreement. <br />2.0 Governmental Powers; Waiver nfImmunity <br />It is understood that by execution of this Agreement the City does not waive or surrender any of its <br />governmental powers, immunities orrights. <br />2.08 Governing Law and Venue <br />[4 <br />2696351.1 <br />