Res 2025-212 Approving an agreement to mutually terinate an amended and restated cotton center development agreement.

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MUTUAL TERMINATION OF AMENDED AND RESTATED COTTON CENTER DEVELOPMENT AGREEMENT This Mutual Termination of Amended and Restated Cotton Center Development Agreement (this "Agreement") is entered into by and between the City of San Marcos, Texas ("City"); Walton Texas LP, a Texas limited partnership ("Walton Texas"), in its capacity as the Primary Owner, as a property owner and in its capacity as operator authorized to enter into and sign this Agreement on behalf of the Individual Owners; Walton TX Martindale LP, an Alberta limited partnership ("Walton TX Martindale"); Walton TX Martindale LP 2, an Alberta limited partnership ("Walton TX Martindale 2"). Collectively, Walton Texas, the Individual Owners, Walton TX Martindale and Walton TX Martindale 2 are referred to herein as "Walton." The City and Walton collectively are referred to herein as "Parties." Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Development Agreement. 1. RECITALS 1.1. The City and Walton entered into that certain Amended and Restated Cotton Center Development Agreement between the City and Walton, effective as of June 7, 2024 and recorded as Document No. 2025-004791 in the Official Public Records of Caldwell County, Texas, as amended (including any prior or related versions, the "Development Agreement") The Development Agreement originally related to approximately 2,358 acres of land in Caldwell County east of the City. 1.2. Walton has since requested to terminate the Development Agreement. 1.3. To resolve all matters related to termination of the Development Agreement and other matters described therein, the Parties entered into that certain Settlement Agreement approved by the City of San Marcos on September 16, 2025 pursuant to which the Parties have agreed to terminate the Development Agreement. 1.4. For these reasons, the Parties wish to enter into this Agreement for purposes of terminating the Development Agreement. M AGREEMENT 2.1. In consideration of the foregoing and other mutual benefits and obligations of the Parties, the Parties agree to, and by this Agreement, mutually terminate the Development Agreement and such agreement shall, as of the Effective Date stated below, be null and void and of no further force or effect. 2.2. The termination of the Development Agreement will be effective as of the date of the last signature to this Agreement (the "Effective Date"). 2.3. Within 15 days after the Effective Date, the Parties shall record this Agreement in the Official Public Records of Caldwell County Texas.