Res 2007-028 - Laserfiche WebLink

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C. The City agrees that Creekside shall have the right to terminate this Agreement by I written notice on or before April 15, 2007 in the event that Creekside does not acquire all of the Property or determines that development of a shopping center on the Property is not feasible. In such event Creekside will be liable for payment of all engineering expenses incurred by Creekside to Bury & Partners or PBS&J through the date of termination but shall have no further liability hereunder. 2. Agreements by the Creekside. Creekside agrees to: A. Make an initial payment of $110,986.00 to the City upon execution of this agreement, and provide all engineering services reasonably determined by the State to be necessary for the Project. In the event that Developer terminates this Agreement as provided above, the City will terminate the Advance funding Agreement and seek prompt reimbursement of such $110,986.00 payment from the State; and pay to Creekside the amount received, as reimbursement from TxDot. Creekside further agrees to accept, as full payment, and without further recourse as to the City, the amount reimbursed by TxDot should this Project not go forward. B. Make a payment to the City in the amount of the remaining cost to be paid by the City to the State pursuant to the terms of the Advance Funding Agreement for completion of the Project within 10 days of receipt of a copy of the State's notice to the City of the amount of the I remaining cost given in accordance with the terms of the Advance Funding Agreement. In no event shall Creekside be required to make any payment pursuant to this Section 2(c), beyond the initial payment set forth in Section 2(A), before April 16, 2007. C. Following completion of the Project, make a final payment to the City in the amount of any increase in Project cost shown in the State's true-up of this cost within 10 days of receipt of a copy of the State's true-up of cost. 3. Miscellaneous Provisions. A. Entire Agreement; Assignment. This Agreement constitutes the entire agreement between the parties hereto and may be amended only by a written document signed by the Parties. This Agreement will be binding upon the successors and assigns of the Parties. B. Venue; Governing Law. This Agreement shall be construed and enforced according to the laws of the State of Texas; and exclusive venue for any legal action arising under this Agreement shall lie in Hays County, Texas. The term "will" is mandatory in this agreement. The City's execution of and performance under this agreement will not act as a waiver of any immunity of the City to suit or liability under applicable law. Executed and effective on February 7 ,2007. I City of San Marcos, Texas 109465 v2 2