Res 2025-208 approving a Conceptual Planning Agreement with Upward Communities for redevelopment in downtown San Marcos known as the Hopkins Redevelopment Project, including a new City Hall

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delayed and such consent shall be conditioned upon (1) the Developer demonstrating such Affiliate has comparable or greater financial standing, professional expertise and development capabilities as the Developer as of the Effective Date, and (ii) the execution and delivery by such Affiliate of an instrument in form and substance reasonably satisfactory to the City evidencing its full assumption of the Developer's obligations hereunder. The Party who assigns this Agreement shall provide the other Party with a copy of the assignment. (d) Notices. Formal notices, demands and communications between the Parties will be sufficiently given if, and will not be deemed given unless delivered personally, dispatched by certified mail, postage prepaid, return receipt requested, or sent by a nationally recognized express delivery or overnight courier service, to the office of the Parties shown as follows, or such other address as the Parties may designate in writing from time to time: To the Developer: Upward Communities, LLC Attn: Jason Roberts 123 N. Edward Gary, Floor Two San Marcos, TX 78666 Email: jason(a�upwardcommunities.com With a copy to: Winstead PC Jeff Nydegger 600 W. 51h Street, Ste. 90C Austin, TX 78701 jnydegger(a�winstead.com To the City: City of San Marcos Attn. City Manager 630 E. Hopkins San Marcos, TX 78666 Email: sreyes(a�sanmarcostx.gov Such written notices, demands, and communications will be effective on the date shown on the delivery record as the date delivered (or the date on which delivery was refused) or in the case of registered mail four (4) Business Days following deposit of such instrument in the United States Mail. "Business Day" means Monday through Friday, except for state or federal holidays. Notices delivered by email to the email addresses provided above shall also be deemed to have been delivered but only if receipt is personally and affirmatively acknowledged in writing by the recipient. (e) Limitation on Remedies. In no event shall either party be liable, whether in contract or tort or otherwise, to the other party for loss of profits, delay damages, punitive damages, exemplary damages, indirect damages, or for any special incidental or consequential loss or damage of any nature arising at any time or from any cause whatsoever. (f) Amendment or Modification to this Agreement. This Agreement may be amended, modified and/or restated only by a written instrument adopted by all of the Parties and signed by the duly authorized representatives of the Parties hereto. CONCEPTUAL PLANNING AGREEMENT (HOPKINs REDEVELOPMENT PROJECT) PAGE 13