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SECTION 2: MISCELLANEOUS PROVISIONS <br />2.01 Term <br />A. This Agreement shall commence and bind the Parties onthe Effective Date and continue until all <br />of the Property has been annexed for full purposes by the City (the ^Tenn^), unless sooner <br />terminated ooprovided inSection 2.O1.Cbelow. If, however, noprogress toward completion of <br />the Pnojoot, as defined under Section 245.005 of the Texas Local Government C}ude, is made <br />within five (5) years of the date of this Agreement, this Agreement shall expire and Owner hereby <br />agrees that any development of the Property shall comply with the ordinances in effect at the <br />time the first plat application for any portion ofthe property iofiled. This written Agreement may <br />be extended for additional terms as allowed by law upon mutual written agreement of the parties. <br />B. After the expiration or termination of this Agreement, this Agreement will be of no further force <br />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 ioentered 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 nfTexas. 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 Luoo| <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 />oraportion ufthis Agreement, preemptive state orfederal law, mnimminent and bona fide threat to <br />public safety that prevents performance or requires different pedonnence, 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 to revise this <br />Agreement to provide for an equivalent substitute right or obligation as similar in terms to the illegal, <br />inva|id, or unenforceable provision an is possible and is |ega|, valid and enforueab|e, or other <br />additional or modified rights or obligations that will most nearly preserve each Party's overall <br />contractual benefit under this Agreement. <br />2.04 Cooperation <br />The Parties agree boexecute and deliver all such other and further documents orinstruments and <br />undertake such other and further actions as are or may become necessary or convenient to effectuate <br />the purposes and intent ofthis Agreement. <br />2.05 Litigation <br />In the event of any third -party lawsuit or other claim relating to the validity of this Agreement many <br />action taken bythe Parties hereunder, Owner and the City agree hocooperate inthe defense ofsuch <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 Agneemant, but only to the extent each party <br />deten*nines, in its sole discretion, that its interests are aligned or not in conflict with the other party's <br />interests. The filing of any third -party lawsuit relating to this Agreement or the development of the <br />Property will not de|ay, utop, or otherwise affect the development of the Property or the City's <br />processing or issuance of any approvals for the development of the Pnoperty, unless otherwise <br />required byacourt ofcompetent jurisdiction. The City agreesnot tostipulate oragree tnthe 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 to the contrary, no Party shall be deemed to be in default hereunder <br />14 <br />34&32811 <br />