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E with a copy to: W. Clyde Gouldman, II City Attorney P.O. Box 911 Charlottesville, VA 22902 with a copy to: Robert Kroner, Esq. Scott & Kroner P. O. Box 2737 Charlottesville, VA 22902 10.2 The terms, provisions, representations, warranties, covenants, and undertakings set forth in this Agreement shall survive the closing of the transaction contemplated hereby. This Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective successors, assigns, and nominees. 10.3 The Authority shall pay a commission of $25,000.00 to HasBrouck Real Estate at closing. That amount is the sole commission owed. 10.4 If any provision of this Agreement, or the application of this Agreement in any circumstance, is deemed to be unenforceable, the remainder of this Agreement shall not be affected thereby and shall remain enforceable. 10.5 This Agreement shall be governed by the laws of the Commonwealth of Virginia. 10.6 This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, with respect to such transaction. Unless otherwise provided in this Agreement, no change to this Agreement shall be effective unless in writing signed by the party against whom any waiver, amendment, or discharge may be sought. 10.7 Wherever in this Agreement it is provided that this Agreement shall be terminated and each party shall be relieved of and from all further liabilities under this Agreement (exclusive of an event of default), the earnest money deposit shall be paid to Buyer, and the option payment and the interest earned thereon shall be retained by Authority. Section 11. Other Provisions. 11.1 Buyer's obligations under this Agreement are contingent upon receiving final site plan approval from the City of Charlottesville for construction of at least 25,000 square feet of building space. Such contingency must include permission to build sufficient on-site parking to meet any applicable city ordinance requirements. Buyer agrees to use its best efforts to diligently pursue such final site plan approval. 11.2 Authority and City Council shall have the right to review Buyer's construction . budget and to require reasonable changes therein. Authority's obligation to close is contingent upon Page 6