Ord 2022-005/Granting the Consent of the city of San Marcos to the creation of Hays County Municipal Utility District No. 8 including approx 567.663 Acreas vicinity of old Bastrop Hwy. Between Redwood Rd and San Marcos River.

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Section 7.04 Applicable Law and Venue. THE CONSTRUCTION AND VALIDITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. Venue will be in a court of appropriate jurisdiction in the Hays County, Texas. Section 7.05 Attorneys' Fees and Court Costs. In the event that any matter relating to this Agreement results in the institution of legal proceedings by any Party to this Agreement, the prevailing Party in such proceeding shall be entitled to recover all costs and expenses incurred by it in connection with such proceedings, including, without limitation, reasonable court costs and attorneys' fees. Section 7.06 Entire Agreement. This Agreement, including all attachments and exhibits hereto, contains the entire agreement of the Parties. With the exception of the Development Agreement, the Strategic Partnership Agreement, and the Utility Agreement, there are no other agreements or promises, oral or written, between the Parties regarding the subject matter of this Agreement. This Agreement can be amended only by written agreement signed by the City, Owner, and the District (after its joinder). This Agreement and the agreements between the Parties referenced in this Agreement supersede all prior agreements between the Parties concerning the subject matter of this Agreement. Section 7.07 Recitals, Exhibits, Headings, Construction, and Counterparts. The recitals and all schedules and exhibits referenced in or attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. The paragraph headings contained in this Agreement are for convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever appropriate, words of the masculine gender may include the feminine or neuter, and the singular may include the plural, and vice -versa. The Parties acknowledge that each of them has been actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting party will not be employed in interpreting this Agreement or any exhibits hereto. If there is any conflict or inconsistency between the provisions of this Agreement and otherwise applicable City ordinances, rules, or regulations, the terms of this Agreement control. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which will together constitute the same instrument. Section 7.08 Time. Time is of the essence of this Agreement. In computing the number of days for purposes of this Agreement, all days will be counted, including Saturdays, Sundays, and legal holidays; however, if the final day of any time period falls on a Saturday, Sunday, or legal holiday, then the final day will be deemed to be the next day that is not a Saturday, Sunday, or legal holiday. Section 7.09 Authority for Execution. The City certifies, represents, and warrants that the execution of this Agreement is duly authorized, and that this Agreement is adopted in conformity with its charter and City ordinances. Owner hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with its limited liability company agreement. Section 7.10 Force Maieure. Each Party shall use good faith, due diligence, and reasonable care in the performance of its respective obligations under this Agreement; however, in the event 9609134