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HomeMy WebLinkAboutOrd 742 Authorizing the Mayor to Execute and Deliver a Financing Agreement, a Reimbursement Agreement and other Agreements - EntradaTOWN OF WESTLAKE ORDINANCE NO. 742 AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE MAYOR TO EXECUTE AND DELIVER A FINANCING AGREEMENT, A REIMBURSEMENT AGREEMENT AND OTHER AGREEMENTS WITH MAGUIRE PARTNERS - SOLANA LAND, L.P. IN CONNECTION WITH SOLANA PUBLIC IMPROVEMENT DISTRICT WHEREAS, the Town of Westlake, Texas (the "Town"), pursuant to and in accordance with the terms, provisions and requirements of the Public Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government Code, has previously established the "Solana Public Improvement District" (the "District"), pursuant to Resolution No. 14-07 adopted by the Town Council (the "Council') on February 24, 2014; and WHEREAS, the Council has found and determined that it is in the best interests of the Town to enter into that certain Construction, Funding, and Acquisition Agreement (the "Financing Agreement") between the Town and Maguire Partners - Solana Land, L.P. (the "Developer"), pursuant to which the Town may issue revenue bonds payable from assessments levied to pay a portion of the costs of constructing improvements located in the District; and WHEREAS, the Council has found and determined that it is in the best interests of the Town to enter into that certain Reimbursement Agreement (the "Reimbursement Agreement") between the Town and the Developer, pursuant to which the Town will agree to reimburse the Developer for certain specified costs paid by the Developer from assessments levied on benefitted property in the District or from proceeds of revenue bonds payable from such assessments; and WHEREAS, the Council has additionally found and determined that it is in the best interests of the Town to enter into a Landowner Agreement (defined below) and a Redemption Agreement (defined below) with the Developer in connection with the development of the District; and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and the public notice of the time, place and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended; and WHEREAS, the Council fords that the passage of this Ordinance is in the best interests of the citizens of the Town; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: Recitals. All matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. Ordinance 742 Page 1 of 7 SECTION 2: Approval of Financing Agreement. The Financing Agreement is hereby authorized and approved in the substantially final form attached hereto as Exhibit A and incorporated herein as a part hereof for all purposes and the Mayor of the Town is hereby authorized and directed to execute and deliver such Financing Agreement with such changes as may be required to carry out the purposes of this Ordinance. SECTION 3: Approval of Reimbursement Agreement. The Reimbursement Agreement is hereby authorized and approved in the substantially final form attached hereto as Exhibit B and incorporated herein as a part hereof for all purposes and the Mayor of the Town is hereby authorized and directed to execute and deliver such Reimbursement Agreement with such changes as may be required to carry out the purposes of this Ordinance. SECTION 4: Approval of Landowner Agreement. The Landowner Agreement (the "Landowner Agreement") between the Town and the Developer is hereby authorized and approved in the substantially final form attached hereto as Exhibit C and incorporated herein as a part hereof for all purposes and the Mayor of the Town is hereby authorized and directed to execute and deliver such Landowner Agreement with such changes as may be required to carry out the purposes of this Ordinance. SECTION 5: Approval of Redemption Agreement. The Maguire Partners -Solana Land, L.P. Agreement Regarding Conveyance of Right of Redemption and Waiver of Agricultural Valuation - Solana PID (the "Redemption Agreement") between the Town and the Developer is hereby authorized and approved in the substantially final form attached hereto as Exhibit D and incorporated herein as a part hereof for all purposes and the Mayor of the Town is hereby authorized and directed to execute and deliver such Redemption Agreement with such changes as may be required to carry out the purposes of this Ordinance. SECTION 6: Severability. If any portion of this Ordinance shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Ordinance without the invalid provision. SECTION 7: Effective Date. This Ordinance shall become effective from and after its date of passage. [Remainder- of page left blank intentionally] Ordinance 742 Page 2 of 7 PASSED AND APPROVED ON THIS 15TH DAY OF JANUARY, 2015. ATTEST: Kelly EdwarQ Town Secretary APPROVED AS TO FORM: L. Synton Lowo, Town Attorney X&ut'c' A&P� Laura Wheat, Mayor Thomas E. B r, own Manager Signature page to Ordinance Approving PID Agreements (Town Seal) Ordinance 742 Page 3 of 7 EXHIBIT A FINANCING AGREEMENT Ordinance 742 Page 4 of 7 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT THIS CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT (this "Agreement"), dated as of January 15, 2015, is by and between TOWN OF WESTLAKE, TEXAS, a Type A general law municipality of the State of Texas (the "Town"), and MAGUIRE PARTNERS-SOLANA LAND, L.P., a Texas limited partnership, owner of approximately 85.90 acres within the town limits of the Town (the "Developer"). ARTICLE I DEFINITIONS The following terms shall have the meanings ascribed to them in this Article I for purposes of this Agreement. Unless otherwise indicated, any other terms, capitalized or not, when used herein shall have the meanings ascribed to them in the Indenture (as hereinafter defined). "Act" means the Public Improvement District Assessment Act, Texas Local Government Code, Chapter 372, as amended. "Actual Costs" shall have the meaning assigned to such term in the Service and Assessment Plan. "Administrator" means the individual or entity designated by the Town to administer the District. "Annual Service Plan Update" means the annual update to the Service and Assessment Plan conducted by the Administrator pursuant to Section IV of the Service and Assessment Plan. "Assessments" means the assessments levied against property within the District as described in the Service and Assessment Plan. "Assessment Revenues" mean the revenues actually received by the Town from Assessments. "Authorized Improvements" mean, collectively, the Improvement Project A and Improvement Project B improvements listed in Exhibit A attached hereto. An individual Authorized Improvement, including a completed segment or part, shall be referred to as an Authorized Improvement. "Bond Ordinance" means an ordinance adopted by the Town Council authorizing the issuance of a series of Bonds. "Bonds" means any bonds issued by the Town in one or more series and secured by the Assessment Revenues. SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE I OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT ORD 742 EXHIBIT A "Budgeted Costs" means the costs shown on Exhibit A attached hereto. "Business Day" means the days between and including Monday to Friday and do not include public holidays and weekends. "Certification for Payment" means a certificate, substantially in the form of Exhibit B hereto or otherwise agreed to by the Developer, Administrator, and Town Representative, executed by an engineer, construction manager or other person or entity acceptable to the Town, as evidenced by the signature of a Town Representative, provided each month to the Town Representative and the Trustee, specifying the amount of work performed and the amount charged for that work, including materials and labor costs, presented to the Trustee to request payment under an Indenture. "Closing Date" means the date on which the Series 2015 Bonds are delivered to the initial purchaser(s) thereof. "Closing Disbursement Request" means the certificate, substantially in the form of Exhibit C hereto or otherwise agreed to by the Developer, Administrator, and Town Representative, executed by the Developer or other person or entity acceptable to the Town, as evidenced by the signature of a Town Representative, specifying the amounts to be disbursed for the costs of creation of the District, levy of Assessments and the costs of issuance of any Bonds incurred by the Developer. "Construction Contracts" means the contracts for the construction of the Authorized Improvements. "Construction Contract" means any one of the Construction Contracts. . "Cost Overrun" means, with respect to each Authorized Improvement, the Actual Cost of such Authorized Improvement in excess of the Budgeted Cost. "Development Agreement" means that certain Development and Subdivision Improvement Agreement executed on October 28, 2013, and as amended, between the Town and the Developer. "Development Plan" means that certain development plan approved by Town Ordinance 703 on April 22, 2013 regarding the development of the Property. "District" means the Solana Public Improvement District created by the Town by Town Resolution No. 14-07, approved February 24, 2014. "Economic Development Agreement" means that certain "Economic Development Agreement Program" executed by and between Maguire Partners -Solana Land, L.P. and the Town effective April 22, 2013. "Future Bonds" means Bonds issued subsequent to the Series 2015 Bonds. SOLANA PUBLIC IMPROVEINIENT DISTRICT PAGE 2 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT "Improvement Project A" means the Authorized Improvements described as such in Section III and shown in Appendix B of the Service and Assessment Plan and any future updates and/or amendments. "Improvement Project B" means the portion of the Authorized Improvements described as such in Section III and shown in Appendix B of the Service and Assessment Plan and any future updates and/or amendments. "Indenture" means an indenture of trust for a series of Bonds between the Town and a Trustee, as it may be from time to time supplemented or amended. "Inspector" means an individual employed by the Town, or contracted by the town, whose job is, in part or in whole, to inspect infrastructure for compliance with all rules and regulations applicable to the development and the infrastructure inspected. "Plans" means the plans, specifications, schedules and related construction contracts for the Authorized Improvements, respectively, approved pursuant to the applicable standards and directives of the Town, the Economic Development Agreement, the Development and Subdivision Improvement Agreement, Town Regulations, and any other applicable governmental entity. "Preliminary Plat" means that certain preliminary plat regarding the Property approved by the Town Council on November 11, 2013. "Project Fund" means the fund created under an Indenture, including the accounts created and established under such fund, where monies from the proceeds of the sale of a series of the Bonds, excluding those deposited in other funds in accordance with such Indenture, shall be deposited. "Reimbursement Agreement" means the Reimbursement Agreement dated as of January 15, 2015, by and between the Town and the Developer providing for the construction and financing of certain Authorized Improvements by the Developer for which the Developer will later be reimbursed by the Town pursuant to the Act. "Reimbursement Fund" means the fund created pursuant to the Reimbursement Agreement for the deposit of Assessments that are not otherwise obligated pursuant to an Indenture. "Series 2015 Bonds" means the "Town of Westlake, Texas, Special Assessment Revenue Bonds, Series 2015 (Solana Public Improvement District)". "Service and Assessment Plan" means the Service and Assessment Plan adopted by Ordinance No.741 on January 15, 2015 by the Town Council, prepared pursuant to the Act. SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 3 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT "Town Regulations" means the Development Agreement, the Development Plan, the Economic Development Agreement, the Preliminary Plat and the Zoning Ordinance, the Land Development Ordinances and Regulations, and each as amended from time to time. "Town Representative" means that official or agent of the Town authorized by the Town Council to undertake the action referenced herein. "Trustee" means the entity appointed by the Town to serve as trustee pursuant to an Indenture. "Zoning Ordinance" means that certain Town Ordinance 703 approved on April 22, 2013 regarding the zoning and allowed uses for the Property. ARTICLE II RECITALS Section 2.01. The District and the Authorized Improvements. (a) The Town has created the District under the Act for the financing of, among other things, the acquisition, construction and installation of the Authorized Improvements. (b) The Town has authorized the issuance of the Series 2015 Bonds in accordance with the provisions of the Act, the Bond Ordinance for the Series 2015 Bonds and the Indenture for the Series 2015 Bonds, the proceeds of which Series 2015 Bonds shall be used, in part, to finance all or a portion of the Authorized Improvements. (c) It is anticipated that there shall be multiple bond issues, including the Series 2015 Bonds currently being issued and additional future bonds ("Future Bonds") in the event the Town, in its sole discretion, elects to issue Future Bonds, to fund the costs of Authorized Improvements. Concurrently with the authorization of the Series 2015 Bonds, the Developer and the Town have entered into the Reimbursement Agreement to provide for the construction and financing of certain Authorized Improvements prior to the issuance of any Future Bonds and to provide means for reimbursement to the Developer for such costs from the proceeds of Future Bonds. (d) All Authorized Improvements are eligible to be financed with proceeds of the Bonds, the Assessments, or any combination thereof, to the extent specified herein and in the SAP. (e) The proceeds from the sale of each series of Bonds shall be deposited in accordance with the relevant section of the Indenture relating to such series of Bonds. (f) The Developer will undertake the construction and development of the Authorized Improvements for acquisition and acceptance by the Town. SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 4 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT Section 2.02. Agreements. In consideration of the mutual promises and covenants set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Developer agree that the foregoing recitals, as applicable to each, are true and correct and further make the agreements set forth herein. ARTICLE III FUNDING Section 3.01. Bonds. (a) The Town, concurrently with the approval of this Agreement, has authorized the issuance and delivery of the Series 2015 Bonds. (b) The payment of Actual Costs from the proceeds of the Series 2015 Bonds for Improvement Project A Improvements shall be made from the Improvement Project A Improvement Account of the Project Fund established under the Indenture for the Series 2015 Bonds with the remainder of the costs of Improvement Project A Improvements and Improvement Project B Improvements to be paid pursuant to the Reimbursement Agreement and Future Bonds, if issued. (c) The Costs for Improvement Project B Improvements are anticipated to be paid through a levy and assessment on land benefitted by the Improvement Project B Improvements with the levy and collection of such assessment to occur at a future date. (d) The Town's obligation with respect to the payment for the Authorized Improvements shall be limited to the lesser of (i) Actual Costs or (ii) Assessment Revenues and the proceeds of Bonds available to pay such costs. The Developer agrees and acknowledges that it is responsible for all Cost Overruns, as qualified, however, by the distribution of Cost Underrun monies, as detailed in Section 4.04. (e) The Town shall have no responsibility whatsoever to the Developer with respect to the investment of any funds held in the Project Fund by the Trustee under the provisions of an Indenture, including any loss of all or a portion of the principal invested or any penalty for liquidation of an investment. A property owner's obligation to pay Assessments is not in any way dependent on the availability of amounts in the Project Fund to pay for all or any portion of the costs of the Authorized Improvements hereunder. (f) The Developer acknowledges that any lack of availability of amounts in the funds or accounts established in an Indenture to pay the Actual Costs of the Authorized Improvements shall in no way diminish any obligation of the Developer with respect to the construction of or contributions for the Authorized Improvements required by this Agreement, the Town Regulations, or any other agreement to which the Developer is a party or any governmental approval to which the Developer or any land within the District is subject. SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 5 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT (g) The Developer acknowledges that as a result of Bonds being issued in multiple series, funds may not be immediately available for payment or reimbursement of Actual Costs submitted and approved with an approved Certification for Payment. Both parties acknowledge that these remaining amounts will be disbursed, to the extent of available monies in a Project Fund or the Reimbursement Fund, as applicable, under the terms of an Indenture and the Reimbursement Agreement, as money is deposited for the payment of such Actual Costs into (i) a Project Fund (for the Authorized Improvements to be paid from such Project Fund) or (ii) the Reimbursement Fund. Both parties acknowledge that the availability of funds in a Project Fund or the Reimbursement Fund does not relieve the Developer from its responsibility to acquire and construct the Authorized Improvements (as listed in Exhibit A) in accordance with the Town Regulations, the Service and Assessment Plan, the Reimbursement Agreement and this Agreement. Section 3.02. Disbursements and Transfers at Bond Closi (a) The Town and the Developer agree that from the proceeds of the Bonds and upon the presentation of evidence satisfactory to the Administrator, the Town will cause the Trustee to pay at closing of the Series 2015 Bonds up to $8,165,000.00 from the Cost of Issuance Account of the Project Fund to the persons entitled to the payment for costs of issuance and payment of costs incurred in the establishment, administration, and operation of the District as of the time of the delivery of the Series 2015 Bonds, as described in the Service and Assessment Plan. (b) A Certification for Payment for Costs expended up through January 15, 2015 shall be submitted to the Town Representative by January 22, 2015 and processed for payment from the applicable Improvement Account of the Project Fund at the closing of the Bonds subject to the review and approval provisions of Section 5.02 below. Actual Costs shall be paid solely from: (i) Assessment Revenues as collected pursuant to the terms of the Reimbursement Agreement; and/or (ii) from the proceeds of Bonds deposited into a Project Fund, which proceeds shall be used to pay to Owner the unpaid reimbursement amount plus accrued and unpaid interest, if any, due under the applicable Reimbursement Agreement. Section 3.03 (a) The Improvement Account of the Project Fund. Proceeds from the issuance and sale of the Series 2015 Bonds shall be deposited into the Improvement Project A Improvement Account of the Project Fund in the amount shown in Section 6.2 of the Indenture. Any Future Bonds shall be used to reimburse the Developer for any Costs relating to the Authorized Improvements awaiting reimbursement, with any remaining amount to be deposited into the applicable Improvement Account of the Project Fund to pay for any unconstructed Authorized Improvements. (b) Cost of Issuance Account of the Project Fund. Proceeds from the issuance and sale of the Series 2015 Bonds shall be deposited into the Cost of Issuance Account of the Project SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 6 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT Fund in the amount shown in Section 6.2 of the Indenture. These proceeds shall be used to pay for the costs of creating the District, issuing the Series 2015 Bonds, and any other authorized and related costs. Section 3.04. Security for Authorized Improvements. (a) Prior to completion and conveyance to the Town of an Authorized Improvement, the Developer shall provide to the Town a Maintenance Bond in the amount of 100% of each Authorized Improvement, which Maintenance Bond shall be for a term of two years from the date of final acceptance of the Authorized Improvement. Any surety company through which a bond is written shall be a surety company duly authorized to do business in the State of Texas, provided that the Town, through the Town Attorney, shall retain the right to reject any surety company as a surety for any work hereunder regardless of such company's authorization to do business in Texas. Approvals by the Town shall not be unreasonably withheld or delayed. The Developer shall construct the Authorized Improvements in accordance with the Town Regulations. The Developer shall, however, provide an "all bills paid" affidavit, in the standard form for Town construction projects and shall also provide such supporting documentation as required by the Town, that affirms that all invoices and bills were paid for the Authorized Improvement. (b) Additionally, developer shall be required to adhere to all security requirements in the Developer's Agreement Section 3.05. Limitation of Town Responsibility Nothing in this Agreement, the Reimbursement Agreement, or any Bonds shall give rise to or create: (1) a charge against the general credit or taxing powers of the Town or any other taxing unit; (2) a debt or other obligation of the Town payable from any source of revenue, taxes, income, or properties of the Town other than from Assessment Revenues and proceeds of Bonds; (3) any obligation of the Town to issue Bonds or other obligations; or (4) any obligation of the Town to pay any amount due or to become due under the Reimbursement Agreement or any Bonds other than Assessment Revenues and funds established under an Indenture. SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 7 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT Developer shall not have the right to request or demand payment for any cost or expenditure related to any Authorized Improvement from funds other than Assessment Revenues and the proceeds of Bonds deposited in a Project Fund established under an Indenture. ARTICLE IV DEDICATION OF THE RIGHTS-OF-WAY; CONSTRUCTION OF AUTHORIZED IMPROVEMENTS Section 4.01. Duty of Developer to Construct. (a) All Authorized Improvements shall be constructed by or at the direction of the Developer in accordance with the Plans and in accordance with this Agreement and the Town Regulations. The Developer shall perform all of its obligations and shall conduct all operations with respect to the construction of Authorized Improvements in a good, workmanlike and commercially reasonable manner, with the standard of diligence and care normally employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of comparable work and in accordance with generally accepted practices appropriate to the activities undertaken. The Developer shall employ at all times adequate staff or consultants with the requisite experience necessary to administer and coordinate all work related to the design, engineering, acquisition, construction and installation of the Authorized Improvements to be acquired and accepted by the Town from the Developer as provided in this Agreement. (b) The Developer shall not be relieved of its obligation to construct or cause to be constructed each Authorized Improvement and, upon completion, inspection, and acceptance, convey each such Authorized Improvement to the Town in accordance with the terms hereof, even if there are insufficient funds in the Project Fund to pay the Actual Costs thereof. In any event, this Agreement shall not affect any obligation of the Developer under any other agreement to which the Developer is a party or any governmental approval to which the Developer or any land within the District is subject, with respect to the Authorized Improvements required in connection with the development of the land within the District. Section 4.02. No Competitive Bidding. Authorized Improvements shall not require competitive bidding pursuant to Section 252.022 of the Texas Local Government Code, as amended. The Town shall have the right to examine and approve the contractor selected by the Developer, which approval shall not be unreasonably delayed or withheld. Section 4.03. Independent Contractor. In performing this Agreement, the Developer is an independent contractor and not the agent or employee of the Town with respect to the Authorized Improvements. Section 4.04. Remaining Funds after Completion of an Authorized Improvement. Upon the completion of an Authorized Improvement or a completed segment or part of an Authorized Improvement in compliance with existing Town standards for dedication under the Town's SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 8 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT ordinances and the Town Regulations and payment of all outstanding invoices for such Authorized Improvement, if the Actual Cost of such Authorized Improvement is less than the Budgeted Cost (a "Cost Underrun"), any remaining Budgeted Cost will be available to pay Cost Overruns on any other Authorized Improvement. The Town shall promptly confirm to the Administrator that such remaining amounts are available to pay such Cost Overruns, and the Developer, the Administrator and the Town Representative will agree how to use such moneys to secure the payment and performance of the work for other Improvements. Section 4.05. Contracts and Change Orders. The Developer shall be responsible for entering into all contracts and any supplemental agreements (herein referred to as "change orders") required for the construction of the Authorized Improvements. Developer may approve and implement any change orders, even if such change order would increase the cost of an Authorized Improvement, but the Developer shall be solely responsible for payment of any Cost Overruns resulting from such change orders except to the extent amounts are available pursuant to Section 4.04. ARTICLE V ACQUISITION, CONSTRUCTION, AND PAYMENT Section 5.01. Payment Requests for Disbursements at Closing. (a) In order to receive disbursement from the Costs of Issuance Account of the Project Fund described in Section 3.02 and established pursuant to the Indenture for the Series 2015 Bonds, the Developer shall execute a Closing Disbursement Request, substantially in the form of Exhibit C attached hereto or otherwise agreed to by the Developer and the Town, to be delivered to the Town no less than five Business Days prior to the scheduled Closing Date for the Series 2015 Bonds in accordance with the provisions of the Indenture for the Series 2015 Bonds. Upon approval by the Town, the Town shall submit a Town Certificate to the Trustee for disbursement to be made from such Costs of Issuance Account upon closing of the Series 2015 Bonds. (b) In order to receive disbursement from the Improvement Project A Improvement Account of the Project Fund described in Section 3.02 and established pursuant to the Indenture for the Series 2015 Bonds, the Developer shall execute a Certification for Payment, substantially in the form of Exhibit B hereto or otherwise agreed to by the Developer, the Town and the Administrator, to be delivered to the Town no less than five Business Days prior to the scheduled Closing Date for the Series 2015 Bonds for payment in accordance with the provisions of the Indenture for the Actual Costs of the Authorized Improvements performed up to January 15, 2015. Upon approval by the Town, the Town shall submit a Town Certificate to the Trustee for disbursement to be made from the Improvement Project A Improvement Account upon closing of the Series 2015 Bonds. SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 9 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT Section 5.02. Certification for Payment for the Authorized Improvements. (a) Except as provided in Section 3.02 and 5.01(a), no payment hereunder shall be made from the Project Fund to the Developer for work on an Authorized Improvement until a monthly Certification for Payment is submitted by the Developer to the Town for the work with respect to such Authorized Improvement. Upon receipt by the Town of a Certification for Payment substantially in the form of Exhibit B hereto (and all accompanying documentation) from the Developer, the Inspector shall conduct a review in order to (i) confirm that such request is complete, (ii) confirm that the work with respect to such Authorized Improvement identified therein for which payment is requested was performed in accordance with all applicable governmental laws, rules and regulations and applicable Plans therefor and with the terms of this Agreement and the Town Regulations, and (iii) verify and approve the Actual Cost of such work specified in such Certification for Payment and (iv) confirm the matters certified in the Certification for Payment. (collectively, the "Developer Compliance Requirements"). The approval of the Certification for Payment by the Inspector shall constitute a representation by the Inspector to the Town and the Trustee that the Developer Compliance Requirements have been satisfied with respect to the Authorized Improvement identified therein. The Developer agrees to cooperate with the Inspector in conducting each such review and to provide the Inspector with such additional information and documentation as is reasonably necessary for the Inspector to conduct each such review. (b) Within ten (10) Business Days of receipt of any Certification for Payment, the Inspector shall (i) approve and execute the Certification for Payment and forward the same to the Town Representative for approval and delivery to the Trustee for payment to the Developer in accordance with Section 5.03 hereof or (ii) in the event the Inspector disapproves the Certification for Payment, give written notification to the Developer of the Inspector's disapproval, in whole or in part, of such Certification for Payment, specifying the reasons for such disapproval and the additional requirements to be satisfied for approval of such Certification for Payment. If a Certification for Payment seeking reimbursement is approved only in part, the Inspector shall specify the extent to which the Certification for Payment is approved and shall deliver such partially approved Certification for Payment to the Town for approval and delivery to the Developer in accordance with Section 5.03 hereof, and such approved amount shall be processed for payment under Section 5.03 notwithstanding such partial denial. (c) If the Inspector fails to act with respect to a Certification for Payment within the time period herein provided, the Developer shall submit the Certification for Payment to the Town Representative for approval. Within ten (10) Business Days of receipt of any Certification for Payment, the Town Representative shall approve or deny the Certification for Payment and provide notice to the Administrator and Developer. Upon approval of a Certification for Payment, the approval shall be forwarded by the Town to the Trustee for payment and delivery SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 10 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT to the Developer in accordance with Section 5.03 hereof. The approval of the Certification for Payment by the Town Representative shall constitute a representation by the Town Representative to the Trustee of the Developer's compliance therein. Pursuant to the terms of Section 5.03 and the Indenture, the Trustee shall make a payment to the Developer, or pursuant to the Developer's directions, of an approved Certification for Payment. (d) If the Town Representative denies a Certification for Payment or fails to act within ten (10) Business Days of receipt thereof, the denial or failure to act may be appealed to the Town Council for approval of the Certification for Payment within 30 days of being denied or the expiration of the approval period. (e) The Town shall deliver the approved or partially approved Certification for Payment to the Trustee for payment in accordance with the applicable Indenture. Section 5.03. Payment for Authorized Improvements. (a) Upon receipt of a reviewed and approved Certification for Payment, the Trustee shall make payment from the applicable Improvement Account of the Project Fund as designated in the Certification for Payment. (b) Approved Certifications for Payment that await reimbursement may accrue interest at the rate provided for in the SAP, and as provided for by Texas Local Government Code Section 372.018, which interest shall also be deposited into the Project Fund upon collection and be available for disbursement to pay approved but unpaid Certifications for Payment. If the Future Bonds are issued, all outstanding Certifications for Payment that have been approved, if any, but not yet paid in full, shall be paid in accordance with the Reimbursement Agreement and the applicable Indenture from Assessments or the proceeds (after payment of costs of issuance, including the costs paid or incurred by the Town) of such Future Bonds available for such payment. (c) Notwithstanding any other provisions of this Agreement, when payment is made, the Trustee shall make payment to the party identified in an approved Certification for Payment, out of available funds in the Project Fund. If an unconditional lien release related to the items referenced in the Certification for Payment is attached to such Certification for Payment, the Trustee shall make such payment to the Developer or any permitted assignee of the Developer. In the event the Developer provides a general contractor's or supplier of materials unconditional lien release for a portion of the work covered by a Certification for Payment, the Trustee will make such payment directly to the Developer or any permitted assignee of the Developer to the extent of such lien release. (d) Withholding Payments. SOLANA PUBLIC INIPROVEMENT DISTRICT PAGE 11 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT Nothing in this Agreement shall be deemed to prohibit the Developer or the Town from contesting in good faith the validity or amount of any mechanics or materialman's lien and/or judgment nor limit the remedies available to the Developer or the Town with respect thereto so long as such delay in performance shall not subject the Authorized Improvement to foreclosure, forfeiture, or sale. In the event that any such lien and/or judgment with respect to an Authorized Improvement is contested, the Developer shall be required to post or cause the delivery of a surety bond in an amount determined by the Town. ARTICLE VI OWNERSHIP AND TRANSFER OF IMPROVEMENT Section 6.01. Conveyance of Authorized Improvements. (a) Prior to conveyance of an Authorized Improvement to the Town, the Inspector shall conduct a review in order to confirm that the work with respect to such Authorized Improvement was completed in accordance with all applicable governmental laws, rules and regulations and applicable Plans therefor and with the terms of this Agreement, and to verify and approve the Actual Costs of such Authorized Improvement. (b) Except as provided in Section 5.02 above, upon approval by the Inspector, and as a condition to the acceptance of an Authorized Improvement by the Town, the Developer shall deliver to the Town any and all documents necessary to vest in the Town all right, title, and interest in and to such Authorized Improvement, free and clear of all liens, leasehold interests, and encumbrances, including without limitation affidavits of lien waivers. (c) The Developer agrees to provide to the Inspector, the Administrator and the Town all invoices, bills of sale and other documentation reasonably requested to evidence the Actual Costs of the Authorized Improvements. (d) Unless otherwise agreed to by the Town, the Developer shall obtain and file, and provide to the Town, a maintenance bond for each Authorized Improvement with a term of coverage of at least two (2) years from the date of acceptance of the Authorized Improvement by the Town in form and issued by surety companies satisfactory to the Town or as otherwise required by law with respect to the Authorized Improvement; provided a maintenance bond may provide coverage for one or more Authorized Improvements. (e) The Developer acknowledges that any liens incurred with respect to the Authorized Improvements shall be solely the responsibility of the Developer or any authorized assignee of the Developer. Such limitation shall not prohibit Developer from granting a lien on any property within the District that is owned by Developer, provided that any such lien shall be subordinate to any lien securing the payment of Assessments. SOLANA PUBLIC INIPROVEMENT DISTRICT PAGE 12 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT Section 6.02. Authorized Improvement Constructed on Town Land or Developer Land. If the Authorized Improvement is on land owned by the Town, the Town hereby grants to the Developer a license to enter upon such land for purposes related to construction (and maintenance pending acquisition and acceptance) of the Authorized Improvement. The provisions for inspection and acceptance of such Authorized Improvement otherwise provided herein shall apply. Section 6.03. Maintenance of the Authorized Improvements. Within five days of the Closing Date of the Bonds, the Developer agrees to deposit $200,000.00 into a separate escrow account of the Town for the purpose of providing funds for the Town to upkeep the District should the POA, as defined herein, fail in its responsibilities listed below (the "Developer Maintenance Deposit"). The Developer Maintenance Deposit is intended to temporarily provide funds for the Town to upkeep the District as the Town prepares to adjust the Maintenance Assessments as detailed further below. The Property Owner's Association ("POA") will be responsible for the operation and maintenance of the road improvements in the District including the maintenance of the public rights-of-way and other public access easements. The POA shall charge a fee to its property owners on an annual basis, and shall be responsible for repair, landscaping, trash removal, street light replacement, painting, striping of roadways, and other maintenance and repairs, in order to keep the District in a state of cleanliness and full repair as required by the Town (the "POA Responsibilities"). It is intended that the revenues from the POA fee shall be sufficient to cover the vast majority of the costs associated with the POA Responsibilities. There shall also be an assessment and a collection of assessments for such purposes (the "Maintenance Assessments") in accordance with the SAP. It is intended that the Maintenance Assessments will initially be a small proportion of the revenues received from the Assessments, but may be increased in the event that the POA fails to operate and maintain the applicable Authorized Improvements in a manner consistent with the Town's standards for maintenance of similar public improvements throughout the Town. On a quarterly basis, the Town shall review the state of the applicable Authorized Improvements in the District, and provide a written report on the state of repair and cleanliness to the POA. If the Town, in its review, finds the District does not meet Town standards, then the Town shall detail the specific instances of failure and shall promptly forward such letter to the POA. Upon receipt of the written notice, the POA shall have thirty (30) days (the "Correction Period") to address the specific failure(s). If the POA lacks the funds to address the specific failure(s), the Town may, after the Correction Period, send written notice to the Administrator of its intention to remove funds sufficient to correct the failure(s) from the Developer Maintenance Deposit. The Administrator shall immediately forward the written notice to the Trustee, who shall withdraw funds from such funds or accounts. These funds shall be used solely to correct the specific instances of failure, as SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 13 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT listed in the quarterly report. The Town shall return any unused monies back to the fund or account, and notify the Administrator and Trustee of the amount spent to rectify the failures. The total such amounts spent in a given year plus related administrative costs may be added to the annual Maintenance Assessment for the following year, in order to replenish the withdrawals. ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS Section 7.01. Representations, Covenants and Warranties of the Developer. The Developer represents and warrants for the benefit of the Town as follows: (a) Organization. The Developer consists of one limited partnership duly formed, organized and validly existing under the laws of the State of Texas, is in compliance with the laws of the State of Texas, and has the power and authority to own its properties and assets and to carry on its business in the State of Texas as now being conducted as hereby contemplated. (b) Authority. The Developer has the power and authority to enter into this Agreement, and has taken all action necessary to cause this Agreement to be executed and delivered, and this Agreement has been duly and validly executed and delivered by the Developer. (c) Binding Obligation. This Agreement is a legal, valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to bankruptcy and other equitable principles. (d) Compliance with Law. The Developer shall not commit, suffer or permit any act to be done in, upon or to the lands of the Developer in the District or the Authorized Improvements in violation of any law, ordinance, rule, regulation or order of any governmental authority or any covenant, condition or restriction now or hereafter affecting the lands in the District or the Authorized Improvements. (e) Requests for Pam. The Developer represents and warrants that (i) it will not request payment from the Project Fund for the acquisition or construction of any improvements that are not part of the Authorized Improvements, and (ii) it will diligently follow all procedures set forth in this Agreement with respect to the Certification for Payments. (f) Financial Records. For a period of two years after completion of the Authorized Improvements, the Developer covenants to maintain proper books of record and account for the construction of the Authorized Improvements and all Costs related thereto. Such accounting books shall be maintained in accordance with generally accepted accounting principles, and shall be available for inspection by the Town or its agents at any reasonable time during regular business hours on reasonable notice. SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 14 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT (g) Plans. The Developer represents that it has obtained or will obtain approval of the Plans from all appropriate departments of the Town and from any other public entity or public utility from which such approval must be obtained. The Developer further agrees that, subject to the terms hereof, the Authorized Improvements have been or will be constructed in full compliance with such Plans and any change orders thereto consistent with the Act, and the Town Regulations. (h) Additional Information. The Developer agrees to cooperate with all reasonable written requests for nonproprietary information by the Underwriter of the Bonds or the Town Representative related to the status of construction of improvements within the District, the anticipated completion dates for future improvements and any other matter that the Underwriter of the Bonds or Town Representative deems material to the investment quality of the Bonds. (i) Continuing Disclosure Agreement. The Developer agrees to provide the information required pursuant to the Continuing Disclosure Agreement executed by the Developer in connection with the Bonds. 0) Tax Certificate. If upon the issuance of Bonds the Town is required to deliver a certificate to satisfy requirements of the Internal Revenue Code, Developer covenants to provide, or cause to be provided, such facts and estimates as the Town reasonably considers necessary to enable it to execute and deliver its Tax Certificate. The Developer further covenants that (i) such facts and estimates will be based on its reasonable expectations on the date of issuance of the Bonds and will be, to the best of the knowledge of the officers of the Developer providing such facts and estimates, true, correct and complete as of that date, and (ii) the Developer will make reasonable inquiries to ensure such truth, correctness and completeness. The Developer covenants that it will not make, or (to the extent that it exercises control or direction) permit to be made, any use or investment of the Bond proceeds (including, but not limited to, the use of the Authorized Improvements) that would cause any of the covenants or agreements of the Town contained in the Tax Certificate to be violated or that would otherwise have an adverse effect on the tax-exempt status of the interest payable on the Bonds for federal income tax purposes. (k) Financial Resources. The Developer represents and warrants that it has the financial resources, or the ability to obtain sufficient financial resources, to meet its obligations under this Agreement and the Town Regulations. Section 7.02. Indemnification and Hold Harmless. THE DEVELOPER SHALL INDEMNIFY AND HOLD HARMLESS THE INSPECTOR, THE TOWN, ITS OFFICIALS, EMPLOYEES, OFFICERS, REPRESENTATIVES AND AGENTS (EACH AN "INDEMNIFIED PARTY"), FROM AND AGAINST ALL ACTIONS, DAMAGES, CLAIMS, LOSSES OR EXPENSE OF EVERY TYPE AND DESCRIPTION TO WHICH THEY MAY BE SUBJECTED OR PUT: (I) BY REASON OF, OR RESULTING FROM THE BREACH OF ANY MATERIAL PROVISION OF THIS AGREEMENT BY THE SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 15 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT DEVELOPER, (II) THE NEGLIGENT DESIGN, ENGINEERING AND/OR CONSTRUCTION BY THE DEVELOPER OR ANY ARCHITECT, ENGINEER OR CONTRACTOR HIRED BY THE DEVELOPER OF ANY OF THE AUTHORIZED IMPROVEMENTS ACQUIRED FROM THE DEVELOPER HEREUNDER, (III) THE DEVELOPER'S NONPAYMENT UNDER CONTRACTS BETWEEN THE DEVELOPER AND ITS CONSULTANTS, ENGINEERS, ADVISORS, CONTRACTORS, SUBCONTRACTORS AND SUPPLIERS RELATING TO THE AUTHORIZED IMPROVEMENTS, (IV) ANY CLAIMS OF PERSONS EMPLOYED BY THE DEVELOPER OR ITS AGENTS TO CONSTRUCT THE AUTHORIZED IMPROVEMENTS, OR (V) ANY CLAIMS AND/OR SUITS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE DEVELOPER'S RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES AND/OR TRUSTEES, REGARDING OR RELATED TO THE AUTHORIZED IMPROVEMENTS OR ANY AGREEMENT OR RESPONSIBILITY REGARDING THE AUTHORIZED IMPROVEMENTS, INCLUDING CLAIMS AND CAUSES OF ACTION WHICH MAY ARISE OUT OF THE SOLE OR PARTIAL NEGLIGENCE OF AN INDEMNIFIED PARTY (THE "CLAIMS"). NOTWITHSTANDING THE FOREGOING, NO INDEMNIFICATION IS GIVEN HEREUNDER FOR ANY ACTION, DAMAGE, CLAIM, LOSS OR EXPENSE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE DIRECTLY ATTRIBUTABLE TO THE WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTY. THE DEVELOPER IS EXPRESSLY REQUIRED TO DEFEND THE TOWN AGAINST ALL SUCH CLAIMS, AND THE TOWN IS REQUIRED TO REASONABLY COOPERATE AND ASSIST THE DEVELOPER IN PROVIDING SUCH DEFENSE. IN ITS REASONABLE DISCRETION, THE TOWN SHALL HAVE THE RIGHT TO APPROVE OR SELECT DEFENSE COUNSEL TO BE RETAINED BY THE DEVELOPER IN FULFILLING ITS OBLIGATIONS HEREUNDER TO DEFEND AND INDEMNIFY THE INDEMNIFIED PARTIES, UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY THE TOWN IN WRITING. THE INDEMNIFIED PARTIES RESERVE THE RIGHT TO PROVIDE A PORTION OR ALL OF THEIR/ITS OWN DEFENSE, AT THEIRATS SOLE COST; HOWEVER, INDEMNIFIED PARTIES ARE UNDER NO OBLIGATION TO DO SO. ANY SUCH ACTION BY AN INDEMNIFIED PARTY IS NOT TO BE CONSTRUED AS A WAIVER OF THE DEVELOPER'S OBLIGATION TO DEFEND THE INDEMNIFIED PARTIES OR AS A WAIVER OF THE DEVELOPER'S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS AGREEMENT. THE DEVELOPER SHALL RETAIN THE TOWN -APPROVED DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF WRITTEN NOTICE FROM AN INDEMNIFIED PARTY THAT IT IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT. IF THE DEVELOPER FAILS TO SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 16 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT RETAIN COUNSEL WITHIN SUCH TIME PERIOD, THE INDEMNIFIED PARTIES SHALL HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON THEIR/ITS OWN BEHALF, AND THE DEVELOPER SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ALL REASONABLE COSTS INCURRED BY THE INDEMNIFIED PARTIES. THIS SECTION 7.02 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES AGREE AND STIPULATE THAT THIS INDEMNIFICATION COMPLIES WITH THE CONSPICUOUSNESS REQUIREMENT AND THE EXPRESS NEGLIGENCE TEST, AND IS VALID AND ENFORCEABLE AGAINST THE DEVELOPER. Section 7.03. Use of Monies by Town; Changes to Indenture. The Town agrees not to take any action or direct the Trustee to take any action to expend, disburse or encumber the monies held in the Project Fund and any monies to be transferred thereto for any purpose other than the purposes permitted by the Indenture. Except as may otherwise be permitted herein, prior to the acceptance of all the Authorized Improvements, the Town agrees not to modify or supplement the Indenture without the approval of the Developer if as a result or as a consequence of such modification or supplement (a) the amount of monies that would otherwise have been available under the Indenture for disbursement for the costs of the Authorized Improvements is reduced, delayed or deferred, (b) the obligations or liabilities of the Developer are or may be increased or otherwise adversely affected in any manner, or (c) the rights of the Developer are or may be modified, limited, restricted or otherwise adversely affected in any manner. Section 7.04. No Reduction of Assessments. The Developer agrees not to take any action or actions to reduce the total amount of such Assessments to be levied as of the effective date of this Agreement. ARTICLE VIII CONDITIONS OF ISSUING BONDS Subject to the satisfaction of conditions set forth in this Article, the Town may in its sole discretion issue bonds, including the Series 2015 Bonds, or other obligations (collectively referred to in this Article VIII as "PID Bonds") secured by and payable from special assessments levied against all or any portion of the benefitted property located in the District. The Developer may request the issuance of PID Bonds by filing with the Town a list of the public improvements to be funded with the PID Bonds and the estimated costs of such public improvements. The Developer acknowledges that the Town may require at that time a professional services agreement that obligates the Developer to fund the costs of the Town's professionals relating to the preparation for and issuance of PID Bonds, which amount shall be agreed to by the Parties and considered a cost payable from such PID Bonds. The issuance of PID Bonds is subject to the following conditions: SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 17 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT (a) The adoption of a service and assessment plan and an assessment ordinance levying assessments on all or any portion of the property benefitted by such public improvements in amounts sufficient to pay all costs related to such PID Bonds. (b) The aggregate principal amount of PID Bonds issued and to be issued shall not exceed amounts sufficient to fund the public improvements. (c) Each series of PID Bonds shall be in an amount estimated to be sufficient to fund the public improvements or portions thereof for which such PID Bonds are being issued. (d) Delivery by the Developer to the Town of a certification or other evidence from an independent appraiser or other professional confirming that the special benefits conferred on the properties being assessed for the public improvements increase the value of the property by an amount at least equal to the amount assessed against such property. (e) Approval by the Texas Attorney General of the PID Bonds and registration of the PID Bonds by the Comptroller of Public Accounts of the State of Texas. (f) The Developer is current on all taxes, fees and obligations owed to the Town. (g) The Developer is not in default under this Agreement, the Development Agreement or any other agreement between the Town and the Developer. (h) No outstanding PID Bonds are in default and no reserve funds have been drawn upon that have not been replenished. (i) Review and approval by the Town of the plats and construction plans for the public improvements. 0) The Administrator has certified that the costs of the public improvements to be paid from the proceeds of the PID Bonds are eligible to be paid with the proceeds of such PID Bonds. (k) The public improvements to be financed by the PID Bonds have been or will be constructed according to the approved design specifications and construction standards imposed by the Development Agreement. (o) The Town's evaluation and determination that there will be no negative impact on the Town's creditworthiness, bond rating, access to or cost of capital, or potential for liability. (p) The Town has determined that the amount of proposed assessments and the structure, terms, conditions and timing of the issuance of PID Bonds are reasonable for the project costs to be financed and the degree of development activity within the District, and that there is sufficient security for the PID Bonds to be creditworthy. (q) The maximum maturity for PID Bonds shall not exceed 31 years from the date of delivery thereof. SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 18 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT (r) The final maturity for any PID Bonds shall be not later than 36 years from the date of this Agreement. (s) Unless otherwise agreed to by the Town, PID Bonds shall be sold and may be transferred or assigned only in minimum denominations of $25,000 or integral multiples of $5,000 in excess thereof, provided that the limitation on transferability or assignment shall not apply (A) if the PID Bonds are assigned a rating of not less than rated "BBB" by Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, "Baa" by Moody's Investors Service, Inc., "BBB" by Fitch Ratings, or an equivalent rating by a nationally recognized municipal securities rating service acceptable to the Town, and (B) upon compliance with applicable securities laws. (t) No information regarding the Town, including without limitation financial information, shall be included in any offering document relating to PID Bonds without the consent of the Town. (u) Simultaneous with closing the PID Bonds, the Developer shall fund or cause the funding of the public improvements to the extent that the public improvements have not already been completed and paid for by the Developer or otherwise to the extent that the PID Bonds are insufficient to fund such public improvements. (v) The Developer agrees to provide periodic information and notices of certain specified events regarding the Developer and the Developer's development within the District in accordance with Securities and Exchange Commission Rule 15c2-12. ARTICLE IX TERMINATION Section 9.01. Mutual Consent. This Agreement may be terminated by the mutual, written consent of the Town and the Developer, in which event the Town may either execute contracts for or perform any remaining work related to the Authorized Improvements not accepted by the Town or other appropriate entity and use all or any portion of funds on deposit in the Project Fund or other amounts transferred to the Project Fund under the terms of the Indenture to pay for same, and the Developer shall have no claim or right to any further payments for the costs of an Authorized Improvement hereunder, except as otherwise may be provided in such written consent. Section 9.02. Town's Election for Cause. (a) The Town, upon notice to Developer and the passage of the cure period identified in subsection (b) below, may terminate this Agreement, without the consent of the Developer if the Developer shall breach any covenant or default in the performance of any obligation hereunder. SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 19 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT (b) If any such event occurs, the Town shall give written notice of its knowledge of a breach of any covenant thereof to the Developer, and the Developer agrees to meet and confer with the Inspector and other appropriate Town staff and consultants as to options available to assure timely completion, subject to the terms of this Agreement, of the Authorized Improvement. Such options may include, but not be limited to, the termination of this Agreement by the Town. If the Town elects to terminate this Agreement, the Town shall first notify the Developer (and any mortgagee or trust deed beneficiary specified in writing by the Developer to the Town to receive such notice) of the grounds for such termination and allow the Developer a minimum of 45 days to eliminate or mitigate to the satisfaction of the Town the grounds for such termination. Such period may be extended, at the reasonable discretion of the Town, if the Developer, to the reasonable satisfaction of the Town, is proceeding with diligence to eliminate or mitigate such grounds for termination. If at the end of such period (and any extension thereof), as determined reasonably by the Town, the Developer has not eliminated or completely mitigated such grounds to the satisfaction of the Town, the Town may then terminate this Agreement. In the event of the termination of this Agreement, the Developer is entitled to payment for work accepted by the Town related to the Authorized Improvement undertaken prior to the termination date of this Agreement solely from the Project Fund according to the terms and conditions set forth in this Agreement. Notwithstanding the foregoing, so long as the Developer has breached any covenant or defaulted in the performance of any obligation hereunder, notice of which has been given by the Town to the Developer, and such event has not been cured or otherwise eliminated by the Developer, the Town may in its discretion cause the Trustee to cease making payments for the Actual Costs of Authorized Improvements, provided that the Developer shall receive payment of the Actual Costs of any Authorized Improvement that was accepted by the Town at the time of the occurrence of such breach or default by the Developer upon submission of the documents and compliance with the other applicable requirements of this Agreement. (c) If this Agreement is terminated by the Town for cause, the Town may either execute contracts for or perform any remaining work related to the Improvement not accepted by the Town and use all or any portion of the funds on deposit in the Project Fund or other amounts transferred to the Project Fund and the Developer shall have no claim or right to any further payments for the Improvement hereunder, except for those Authorized Improvements where Certifications for Payment have been approved by the Town and await payment from available funds in the Project Fund, and except as otherwise may be provided upon the mutual written consent of the Town and the Developer. Section 9.03. Termination Upon Redemption or Defeasance of Bonds. This Agreement will terminate automatically and with no further action by the Town or the Developer upon the redemption or defeasance of all outstanding Bonds Similarly Secured issued under the Indenture. Section 9.04. Construction of Authorized Improvements Upon Termination of this Agreement. Notwithstanding anything to the contrary contained herein, upon the termination of SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 20 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT this Agreement pursuant to this Article IX, the Developer shall perform its obligations with respect to the Authorized Improvements in accordance with the terms of this Agreement and the Town Regulations. Section 9.05. Force Majeure. Whenever performance is required of a party hereunder, that party shall use all due diligence and take all necessary measures in good faith to perform, but if completion of performance is delayed by reasons of floods, earthquakes or other acts of God, war, civil commotion, riots, strikes, picketing or other labor disputes, damage to work in progress by casualty or by other cause beyond the reasonable control of the party (financial inability excepted), then the specified time for performance shall be extended by the amount of the delay actually so caused. ARTICLE X MISCELLANEOUS Section 10.01. Limited Liability of Town. The Developer agrees that any and all obligations of the Town arising out of or related to this Agreement are special obligations of the Town, and the Town's obligations to make any payments hereunder are restricted entirely to the moneys, if any, in the Project Fund and from no other source. Neither the Town, the Inspector nor any other Town employee or agent shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of their actions hereunder or execution hereof. Section 10.02. Audit. The Inspector or a finance officer of the Town shall have the right, during normal business hours and upon the giving of three business days' prior written notice to a Developer, to review all books and records of the Developer pertaining to costs and expenses incurred by the Developer with respect to any of the Authorized Improvements and any bids taken or received for the construction thereof or materials therefor. Section 10.03. Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered or transmitted by telecopy or facsimile transmission (which shall be immediately confirmed by telephone and shall be followed by mailing an original of the same within 24 hours after such transmission) or 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the Town: Attn: Thomas Brymer Town Manager 3 Village Circle, Suite 202 Westlake, Texas 76262 FAX: 817.430.1812 SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 21 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT With a copy to: Attn: L. Stanton Lowry Town Attorney Boyle & Lowry, L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062 FAX: 972.650.7105 To the Developer: Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 FAX: 817.391.2501 With a copy to: Miklos Law, PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 E-mail: robert@mikloslegal.com Any party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other party. The Town shall advise the Developer of the name and address of any Inspector who is to receive any notice or other communication pursuant to this Agreement. Section 10.04. Severability. If any part of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be given effect to the fullest extent possible. Section 10.05. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. This Agreement shall not be assigned by the Developer without the prior written consent of the Town Manager, except (a) pursuant to a collateral assignment to any person providing construction financing to the Developer for the Authorized Improvements, provided such person expressly agrees to assume all obligations of the Developer hereunder if there is a default under such financing and such person elects to complete the applicable Authorized Improvements, or (b) to an affiliate of the Developer or a related entity of the Developer. In connection with any consent of the Town Manager, the Town Manager may condition its consent upon the acceptability of the financial condition of the proposed assignee, upon the assignee's express assumption of all obligations of the Developer hereunder and/or upon any other reasonable factor which the Town Manager deems relevant in the circumstances. In any event, any such assignment shall be in writing, shall clearly identify the scope of the rights and/or obligations assigned and shall not be effective until approved in writing by the Town Manager. The Town may assign by a separate writing its rights hereunder to the Trustee and the Developer hereby consents to such assignment. Section 10.06. Other Agreements. The obligations of the Developer hereunder shall be those of a party hereto and not as an owner of property in the District. Nothing herein shall be SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 22 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT construed as affecting the Town's or the Developer's rights or duties to perform their respective obligations under other agreements, use regulations or subdivision requirements relating to the development of the lands in the District, including the applicable Construction Contracts and the Town Regulations. To the extent there is a conflict between this Agreement and the Town Regulations, this Agreement shall control. Section 10.07. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by any other party, or the failure by a party to exercise its rights upon the default of any other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by such other party with the terms of this Agreement thereafter. Section 10.08. Merger. No other agreement, statement or promise made by any party or any employee, officer or agent of any party with respect to any matters covered hereby that is not in writing and signed by all the parties to this Agreement shall be binding. Section 10.09. Parties in Interest. Nothing in this Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the Town and the Developer any rights, remedies or claims under or by reason of this Agreement or any covenants, conditions or stipulations hereof, and all covenants, conditions, promises and agreements in this Agreement contained by or on behalf of the Town or the Developer shall be for the sole and exclusive benefit of the Town and the Developer. Section 10.10. Amendment. Except as otherwise provided in Section 8.02, this Agreement may be amended, from time to time in a manner consistent with the Act and the Ordinance, by written supplement hereto and executed in counterparts, each of which shall be deemed an original. Section 10.11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Section 10.12. Effective Date. This Agreement has been dated as of the date first above written solely for the purpose of convenience of reference and shall become effective upon its execution and delivery, on the Closing Date, by the parties hereto. All representations and warranties set forth therein shall be deemed to have been made on the Closing Date. IN WITNESS WHEREOF, the parties have executed this Agreement as of this January 15, 2015. ATTEST: TOWN OF WESTLAKE Name: Kelly Edwards Name: Laura Wheat SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 23 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of this January 15, 2015. ATTEST: Name: Kelly Edwards Title: Town Secretary Title: Town Attorney TOWN OF WESTLAKE By:�'��/ Name: Laura Wheat Title: Mayor SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 24 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT DEVELOPER MAGUIRE PARTNERS-SOLANA LAND, L.P. By: MMM Ventures, LLC, its general partner By: 2M Ventures, LLC, its manager By: ehrdad Moayedi, Manager SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 25 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT Exhibit A List of Authorized Improvements and Budgeted Costs SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 26 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT Exhibit B FORM OF CERTIFICATION FOR PAYMENT The undersigned is an agent for Maguire Partners -Solana Land, L.P, (the "Developer") and requests payment from the Improvement Account of the Project Fund (as defined in the Construction, Funding, and Acquisition Agreement) from the Town of Westlake, Texas (the "Town") in the amount of for labor, materials, fees, and/or other general costs related to the construction of certain Authorized Improvements related to Authorized Improvements for the Solana Public Improvement District (the "Authorized Improvements"). Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Construction, Funding, and Acquisition Agreement (the "CFA Agreement"). In connection to the above referenced payment, the Developer represents and warrants to the Town as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certification for Payment on behalf of the Developer, and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced Authorized Improvements has not been the subject of any prior payment request submitted to the Town or, if previously requested, no disbursement was made with respect thereto. 3. The amount listed for the Authorized Improvements below is a true and accurate representation of the costs associated with the creation, acquisition, or construction of said Authorized Improvement(s), and such costs are in compliance with the CFA Agreement and the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the CFA Agreement, the Indenture, the Economic Development Agreement, Development and Subdivision Improvement Agreement, and the Service and Assessment Plan. 5. All conditions set forth in the Indenture, the CFA Agreement, the Development and Subdivision Improvement Agreement, and the Economic Development Agreement for the payment hereby requested have been satisfied. 6. The work with respect to the Authorized Improvement(s) referenced below (or its completed segment) has been completed and the Town may begin inspection of the Authorized Improvement(s). 7. The Developer agrees to cooperate with the Town in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the Town to complete said review. SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 27 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT 8. As required by Texas Local Government Code, Section 252.051, as amended, the Developer has provided the Town with an independent appraisal of any Authorized Improvement consisting of any real property, or any interest in real property including easements and rights-of-way, to be acquired by the Town with Bond proceeds, including specifically monies on deposit in the Improvement Account of the Project Fund. Payments requested are as follows: [Information regarding Payee, amount, and deposit instructions] Payee / Description of Total Cost of Budgeted Cost Amount to be paid from Authorized Improvement Authorized of Authorized the Improvement Account Improvement Improvement of the Project Fund TOTAL Attached hereto, are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments. Pursuant to the CFA Agreement, after receiving this Certification for Payment, the Town is authorized to inspect the Authorized Improvement (or completed segment) and confirm that said work has been completed in accordance with all applicable governmental laws, rules, and Plans. Afterwards, the Town must then accept or deny this Certification for Payment. If denied by the Town, the denial must be in writing, stating the reason(s) for denial. The denial may be appealed to the Town Manager within 10 calendar days of being denied, and the Town Manager will endeavor to hear such appeal within 30 days. Denial of the payment request by the Town Manager shall be resolved by mediation between the parties in the event an agreement is not otherwise reached by the parties. I hereby declare that the above representations and warranties are true and correct. Maguire Partners -Solana Land, L.P By:_ Name: Title: Date: SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 28 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT APPROVAL OF REQUEST BY TOWN The Town is in receipt of the attached Certification for Payment, acknowledges the Certification for Payment, and finds the Certification for Payment to be in order. After reviewing the Certification for Payment, the Town approves the Certification for Payment. TOWN OF WESTLAKE IM Name: Title: Date: SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 29 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT Exhibit C FORM OF CLOSING DISBURSEMENT REQUEST The undersigned is an agent for Maguire Partners -Solana Land, L.P, (the "Developer") and requests payment from the Costs of Issuance Account of the Project Fund (as defined in the Construction, Funding, and Acquisition Agreement) from U.S. Bank National Association (the "Trustee") in the amount of ($ ) to be transferred from the Cost of Issuance Account of the Project Fund upon the delivery of the Bonds for costs incurred in the establishment, administration, and operation of Authorized Improvements for the Solana Public Improvement District (the "District"), as follows. In connection to the above referenced payment, the Developer represents and warrants to the Town as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Closing Disbursement Request on behalf of the Developer, and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced establishment, administration, and operation of the District at the time of the delivery of the Bonds have not been the subject of any prior payment request submitted to the Town. 3. The amount listed for the below costs is a true and accurate representation of the costs associated with the establishment, administration and operation of the District at the time of the delivery of the Bonds, and such costs are in compliance with the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the Construction, Funding, and Acquisition Agreement, the Indenture, the Development and Subdivision Improvement Agreement, the Economic Development Agreement and the Service and Assessment Plan. 5. All conditions set forth in the Indenture (as defined in the Construction, Funding, and Acquisition Agreement), the Construction Funding and Acquisition Agreement, the Development and Subdivision Improvement Agreement, and the Economic Development Agreement for the payment hereby requested have been satisfied. 6. The Developer agrees to cooperate with the Town in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the Town to complete said review. SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 30 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT Payments requested hereunder shall be made as directed below: [Information regarding Payee, amount, and deposit instructions] I hereby declare that the above representations and warranties are true and correct. Maguire Partners -Solana Land, L.P By: Name: Title: Date: SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 31 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT APPROVAL OF REQUEST BY TOWN The Town is in receipt of the attached Closing Disbursement Request, acknowledges the Closing Disbursement Request, and finds the Closing Disbursement Request to be in order. After reviewing the Closing Disbursement Request, the Town approves the Closing Disbursement Request and shall include said payments in the Town Certificate submitted to the Trustee directing payments to be made from Costs of Issuance Account upon delivery of the Bonds. TOWN OF WESTLAKE Name: Title: Date: SOLANA PUBLIC IMPROVEMENT DISTRICT PAGE 32 OF 32 CONSTRUCTION, FUNDING, AND ACQUISITION AGREEMENT EXHIBIT B REIMBURSEMENT AGREEMENT Ordinance 742 Page 5 of 7 SOLANA PUBLIC IMPROVEMENT DISTRICT REIMBURSEMENT AGREEMENT This Solana Public Improvement District Reimbursement Agreement (this "Reimbursement Agreement") is executed between the Town of Westlake, Texas (the "Town") and Maguire Partners — Solana Land, L.P., a Texas limited partnership (the "Developer") to be effective January 15, 2015 (individually referred to as a "Party" and collectively as the "Parties"). RECITALS WHEREAS, capitalized terms used in this Reimbursement Agreement shall have the meanings given to them in this Reimbursement Agreement or in the Solana Public Improvement District Service and Assessment Plan, dated January 15, 2015, as the same may be amended from time to time (the "SAP") approved by Ordinance No. 741 passed and approved by the Town Council on January 15, 2015 ("Ordinance No. 741 "); and WHEREAS, on February 24, 2014, the Town Council passed and approved Resolution No. 14-07 (the "Resolution") authorizing the creation of the Solana Public Improvement District (the "District") covering approximately 85.90 acres of land described by metes and bounds in the Resolution (the "District Property"); and WHEREAS, the purpose of the District is to finance public improvements (the "Authorized Improvements") as provided by Chapter 372, Texas Local Government Code, as amended (the "Act") that promote the interests of the Town and confer a special benefit on the Assessed Property within the District; and WHEREAS, the District Property is being developed in phases, and special assessments for each phase have been or will be levied against the Assessed Property within each such phase to pay the costs of Authorized Improvements that confer a special benefit on the Assessed Property within each such phase; and WHEREAS, Improvement Project A improvements will be developed as described in the SAP, including specifically Appendix C; and WHEREAS, on December 15, 2014, the Town Council passed and approved Resolution No. 14-44 determining, among other things, the estimated costs of the Improvement Project A improvements, including the costs of creating the District and issuing the bonds, to be $26,175,000.00 (the "Project A Improvements Costs"); and WHEREAS, in addition to approving the SAP, Ordinance No. 741 levied Assessments (as defined in the Series 2015 Indenture) against the Improvement Area #1 Assessed Parcels, the Improvement Area #2 Assessed Parcels and the Improvement Area #3 Assessed Parcels (each as defined in the Series 2015 Indenture and herein collectively referred to as the "Project A Improvements Assessed Property") for the Improvement Project A improvements in accordance ORD 742 EXHIBIT B with the Assessment Roll (as defined in the Series 2015 Indenture) attached as Appendix E to the SAP; and WHEREAS, on January 15, 2015, the Town adopted Ordinance No. authorizing the issuance and sale of the "Town of Westlake, Texas, Special Assessment Revenue Bonds, Series 2015 (Solana Public Improvement District)" (the "Series 2015 Bonds"), to finance a portion of the Project A Improvements Costs; and WHEREAS, the Assessment Revenues (as defined in the Series 2015 Indenture) are dedicated and pledged to the Series 2015 Bonds as provided in the Assessment Roll and secured under the Indenture of Trust relating to the Series 2015 Bonds, dated January 15, 2015 (the "Series 2015 Indenture"), between the Town and U.S. Bank National Association, as trustee (the "Trustee"); and WHEREAS, the Parties have entered into that certain "Construction, Funding, and Acquisition Agreement" dated as of January 15, 2015 (the "Construction Funding Agreement") for the construction of the Authorized Improvements, including the Improvement Project A improvements; and WHEREAS, the Parties intend for the portion of the Project A Improvements Costs that is not financed by the Series 2015 Bonds to be financed under the terms of this Reimbursement Agreement and the Construction Funding Agreement; and WHEREAS, in the Series 2015 Indenture, the Town will establish a project fund segregated from all other funds of the Town (the "Project Fund") for the Improvement Project A improvements and will establish an "Improvement Project A Improvement Account" and a "Developer Improvement Account" within such Project Fund under the Series 2015 Indenture; and WHEREAS, in the Series 2015 Indenture, the Town will establish a fund segregated from all other funds of the Town for the deposit of the Assessment Revenues (the "Pledged Revenue Fund") and will establish a "Bond Pledged Revenue Account" and a "Developer Reimbursement Pledged Revenue Account" within such Pledged Revenue Fund under the Series 2015 Indenture; and WHEREAS, in the Series 2015 Indenture, the Town will establish a fund segregated from all other funds of the Town for the purpose of paying and reimbursing the Developer (the "Reimbursement Fund") for the Project A Improvements Costs paid from the Developer Improvement Account of the Project Fund under the Series 2015 Indenture and amounts awaiting payment and reimbursement from the Improvement Project A Improvement Account, from Assessments yet to be collected and/or future bond issues to be issued and monies to be collected (the "Reimbursement Amount"); and WHEREAS, pursuant to the Series 2015 Indenture, amounts deposited in the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund shall be transferred to the Reimbursement Fund and used solely and exclusively to pay and reimburse the Developer the Reimbursement Amount, plus interest, as set forth in this Reimbursement Agreement. NOW THEREFORE, FOR VALUABLE CONSIDERATION THE RECEIPT AND ADEQUACY OF WHICH ARE ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. The recitals in the "WHEREAS" clauses of this Reimbursement Agreement are true and correct, create obligations of the Parties, and are incorporated as part of this Reimbursement Agreement for all purposes. 2. The Town shall cause to be deposited into the Pledged Revenue Fund all Assessment Revenues collected (excluding the portion of the Assessment Revenues and Annual Installments allocated to the payment of Administrative Expenses and Delinquent Collection Costs, which shall be deposited to the Administrative Fund) as provided in the Series 2015 Indenture. 3. The Developer shall make an initial deposit of $0.00 to the Developer Improvement Account of the Project Fund (the "Developer Initial Deposit") on the Closing Date (as defined in the Series 2015 Indenture). Project A Improvements Costs shall be paid first from the Developer Improvement Account of the Project Fund up to the amount of such Developer Initial Deposit as provided in the Series 2015 Indenture and the Construction Funding Agreement. After the Developer Initial Deposit has been disbursed from the Developer Improvement Account of the Project Fund in accordance with the terms of the Series 2015 Indenture and the Construction Funding Agreement, the Project A Improvements Costs shall be paid from the Improvement Project A Improvement Account of the Project Fund as provided in the Indenture and the Construction Funding Agreement. If after the Developer Initial Deposit has been disbursed from the Developer Improvement Account of the Project Fund, the amounts in the Improvement Project A Improvement Account of the Project Fund are insufficient to pay the Project A Improvements Costs, the Developer shall make one or more additional deposits to the Developer Improvement Account of the Project Fund for the payment of the Costs of the Improvement Project A improvements. Notwithstanding anything herein to the contrary, the sum of the Developer Initial Deposit plus any additional deposits to the Developer Improvement Account of the Project Fund required hereunder shall never exceed the Reimbursement Amount (defined below). 4. Strictly subject to the terms, conditions, and requirements and solely from the revenues herein provided, the Town agrees to pay to the Developer, and the Developer shall be entitled to receive from the Town, the amount equal to the Project A Improvements Costs paid from the Developer Improvement Account of the Project Fund (the "Reimbursement Amount") plus interest on the unpaid balance in accordance with the terms of this Reimbursement Agreement until January 15, 2045 (the "Maturity"); provided, however, the Reimbursement Amount shall not exceed $3,400,000.00. The Reimbursement Amount shall be payable to the Developer solely from: (i) the Assessment Revenues deposited in the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund and transferred to the Reimbursement Fund as provided in Article VI of the Series 2015 Indenture; (ii) the net proceeds (after payment of costs of issuance, including the costs paid or incurred by the Town) of one or more series of bonds (the "Future Project A Improvement Bonds") issued by the Town and secured by the Assessment Revenues; or (iii) a combination of items (i) and (ii). The Project A Improvements Costs are authorized by the Act, were approved by the Town Council and represent the total costs to be assessed against the Project A Improvements Assessed Property for the Improvement Project A improvements which, upon completion, will be dedicated in fee and accepted by the Town, in the Town's sole discretion. The unpaid Reimbursement Amount shall bear simple interest per annum at the rate of 6.43%. If any portion of the Reimbursement Amount remains unpaid after the Town has elected to sell Future Project A Improvement Bonds, the interest rate paid to the Developer shall be the same as the interest rate on the Future Project A Improvement Bonds. The interest rate has been approved by the Town Council and is authorized by the Act. 5. The Reimbursement Amount, plus interest (which interest will accrue beginning on the date the Authorized Improvement is completed by the Developer and conveyed to and accepted by the Town) as described above (collectively, the "Unpaid Balance"), is payable to the Developer and secured under this Reimbursement Agreement solely as described in paragraph 4 above. No other Town funds, revenue, taxes, income, or property shall be used even if the Unpaid Balance is not paid in full at the Maturity Date. Notwithstanding its collection efforts, if the Town fails to receive all or any part of the Assessments, such failure and inability shall not constitute a Failure or Default by the Town under this Reimbursement Agreement. This Reimbursement Agreement and/or any Future Project A Improvement Bonds shall never give rise to or create: a. a charge against the general credit or taxing powers of the Town or any other taxing unit; or b. a debt or other obligation of the Town payable from any source of revenue, taxes, income, or properties of the Town other than from the Developer Improvement Account of the Project Fund, the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund or the Reimbursement Fund as provided in the Series 2015 Indenture or from the net proceeds of any Future Project A Improvement Bonds; or c. any obligation of the Town to issue Future Project A Improvement Bonds or other obligations; or d. any obligation of the Town to pay any amount due or to become due under this Reimbursement Agreement other than from (i) the Developer Improvement Account of the Project Fund, the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund or the Reimbursement Fund as provided in the Series 2015 Indenture and this Reimbursement Agreement, or (ii) from the net proceeds of any Future Project A Improvement Bonds. 6. If Future Project A Improvement Bonds are issued, the net proceeds of such Future Project A Improvement Bonds shall be used, from time to time, first to pay costs of issuing any Future Project A Improvement Bonds, then to pay the Unpaid Balance due the Developer for Project A Improvements Costs already incurred and for which the Developer has received an approved Certification for Payment under the Construction Funding Agreement and then to pay all or any portion of any Project A Improvements Costs. If, after application of the net proceeds of such Future Project A Improvement Bonds, any Project A Improvements Costs remain unpaid, then the Developer shall pay such cost. If, after application of the net proceeds of any Future Project A Improvement Bonds, the Unpaid Balance due the Developer remains unpaid, all payments toward the Unpaid Balance due the Developer shall be paid from (i) amounts transferred to the Reimbursement Fund from the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund under the Series 2015 Indenture and (ii) amounts deposited into any funds created for such purpose under any indenture relating to any Future Project A Improvement Bonds. Once the principal amount of all Future Project A Improvement Bonds plus all payments paid to the Developer under this Reimbursement Agreement equal the Unpaid Balance, this Reimbursement Agreement shall terminate. 7. If on the Maturity Date, after application of the net proceeds of any Future Project A Improvement Bonds, any portion of the Unpaid Balance remains unpaid, such Unpaid Balance shall be canceled and for all purposes this Reimbursement Agreement shall be deemed to have been conclusively and irrevocably PAID IN FULL, and such Unpaid Balance shall no longer be deemed to be payable; provided, however, if any Assessment Revenues remain due and payable and are uncollected on the Maturity Date, such Assessment Revenues, when, as, and if collected after the Maturity Date, shall first be applied to any amounts due in connection with outstanding Series 2015 Bonds and outstanding Future Project A Improvement Bonds; and, then paid to the Developer and applied against the Unpaid Balance. 8. The Developer has the right to convey, transfer, assign, mortgage, pledge, or otherwise encumber, in whole or in part without the consent of (but with written notice to) the Town, the Developer's right, title, or interest under this Reimbursement Agreement including, but not limited to, any right, title, or interest of the Developer in and to payment of the Unpaid Balance, whether such payment is from (i) amounts transferred to the Reimbursement Fund from the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund under the Series 2015 Indenture, or (ii) net proceeds of any Future Project A Improvement Bonds (any of the foregoing, a "Transfer," and the person or entity to whom the Transfer is made, a "Transferee"). Notwithstanding the foregoing, however, no Transfer shall be effective until five days after notice of the Transfer is received by the Town, including for each Transferee the information required by Section 16. The Town may rely on any notice of a Transfer received from the Developer without obligation to investigate or confirm the validity or occurrence of such Transfer. The Developer waives all rights or claims against the Town for any such funds provided to a third party as a result of a Transfer for which the Town has received notice, and the Developer's sole remedy shall be to seek the funds directly from the third party. 9. The inability or failure of the Town to issue Future Project A Improvement Bonds shall not constitute a Failure or Default under this Reimbursement Agreement. 10. The obligations of the Town under this Reimbursement Agreement are non-recourse and payable only from (i) amounts transferred to the Reimbursement Fund from the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund under the Series 2015 Indenture, or (ii) net proceeds of any Future Project A Improvement Bonds; and such obligations do not create a debt or other obligation payable from any other Town revenues, taxes, income, or property. None of the Town or any of its elected or appointed officials or any of its officers or employees shall incur any liability hereunder to the Developer or any other party in their individual capacities by reason of this Reimbursement Agreement or their acts or omissions under this Reimbursement Agreement. 11. Following the Town's inspection and approval of the Improvement Project A improvements, in accordance with the provisions of the Construction Funding Agreement and until Future Project A Improvement Bonds are issued, if ever, there will be no conditions or defenses to the obligation of the Town to use amounts transferred to the Reimbursement Fund from the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund under the Series 2015 Indenture to pay the Unpaid Balance. 12. Following the Town's inspection and approval of the Improvement Project A improvements and if Future Project A Improvement Bonds are issued, there will be no conditions or defenses to the obligation of the Town to use the net proceeds of any Future Project A Improvement Bonds to pay the Unpaid Balance and to pledge the Assessment Revenues as security for such Future Project A Improvement Bonds, other than the Town's right to pay costs of issuance of such Future Project A Improvement Bonds and/or other costs incurred by the Town relating to the Improvement Project A improvements. 13. Nothing in this Reimbursement Agreement is intended to constitute a waiver by the Town of any remedy the Town may otherwise have outside this Reimbursement Agreement against any person or entity involved in the design, construction, or installation of the Improvement Project A improvements. 14. The Town will consider issuing one or more series of Future Project A Improvement Bonds to pay the Unpaid Balance; however, the Parties covenant and acknowledge that approval of the issuance of any Future Project A Improvement Bonds by the Town Council is a governmental function within the Town's sole discretion and is further subject to the conditions contained in the Construction Funding Agreement. 15. This Reimbursement Agreement is being executed and delivered, and is intended to be performed in the State of Texas. Except to the extent that the laws of the United States may apply to the terms hereof, the substantive laws of the State of Texas shall govern the validity, construction, enforcement, and interpretation of this Reimbursement Agreement. In the event of a dispute involving this Reimbursement Agreement, venue for such dispute shall lie in any court of competent jurisdiction in Tarrant County, Texas. 16. Any notice required or contemplated by this Reimbursement Agreement shall be deemed given at the addresses shown below: (i) when delivered by a national company such as FedEx or UPS with evidence of delivery signed by any person at the delivery address regardless of whether such person was the named addressee; or (ii) 72 hours after the notice was deposited with the United States Postal Service, Certified Mail, Return Receipt Requested. Any Party may change its address by delivering written notice of such change in accordance with this section. Town: Town of Westlake, Texas Attn: Town Manager 3 Village Circle, Suite 202 Westlake, Texas 76262 With a copy to: Town Attorney L. Stanton Lowry 3 Village Circle, Suite 202 Westlake, Texas 76262 Developer: Maguire Partners — Solana Land, L.P., Attn: Mehdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 FAX: 817.391.2501 With a copy to: Miklos Law, PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 E-mail: robert@mikloslegal.com 17. If any provision of this Reimbursement Agreement is held invalid by any court, such holding shall not affect the validity of the remaining provisions, and the remainder of this Reimbursement Agreement shall remain in full force and effect. 18. Failure; Default; Remedies. a. If either Party fails to perform an obligation imposed on such Party by this Reimbursement Agreement (a "Failure") and such Failure is not cured after written notice and the expiration of the cure periods provided in this section, then such Failure shall constitute a "Default." Upon the occurrence of a Failure by a non-performing Party, the other Party shall notify the non- performing Party and all Transferees of the non-performing Party in writing specifying in reasonable detail the nature of the Failure. The non-performing Party to whom notice of a Failure is given shall have at least 30 days from receipt of the notice within which to cure the Failure; however, if the Failure cannot reasonably be cured within 30 days and the non-performing Party has diligently pursued a cure within such 30 -day period and has provided written notice to the other Party that additional time is needed, then the cure period shall be extended for an additional 30 day period so long as the non- performing Party is diligently pursuing a cure. Any Transferee shall have the right, but not the obligation, to cure any alleged Failure by the Developer within the same time periods that are provided to the Developer. The election by a Transferee to cure a Failure by the Developer shall constitute a cure by the Developer but shall not obligate the Transferee to be bound by this Reimbursement Agreement unless the Transferee agrees to be bound. b. If the Developer is in Default, the Town's sole and exclusive remedy shall be to seek specific enforcement of this Reimbursement Agreement. No Default by the Developer, however, shall: (1) affect the obligations of the Town to use the amounts transferred to the Reimbursement Fund from the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund under the Series 2015 Indenture and the net proceeds of Future Project A Improvement Bonds as provided in Sections 10 and 11 of this Reimbursement Agreement; or (2) entitle the Town to terminate this Reimbursement Agreement. c. If the Town is in Default, the Developer's sole and exclusive remedies shall be to: (1) seek a writ of mandamus to compel performance by the Town; (2) seek specific enforcement of this Reimbursement Agreement; or (3) terminate this Reimbursement Agreement. 19. In the event of any conflict between this Reimbursement Agreement and any other agreement between the Town and the Developer directly or indirectly related to the amounts transferred to the Reimbursement Fund from the Developer Reimbursement Pledged Revenue Fund under the Series 2015 Indenture and the net proceeds of Future Project A Improvement Bonds, the Parties intend that the provisions and intent of this Reimbursement Agreement shall control. 20. The failure by a Party to insist upon the strict performance of any provision of this Reimbursement Agreement by the other Party, or the failure by a Party to exercise its rights upon a Default by the other Party shall not constitute a waiver of such Party's right to insist and demand strict compliance by such other Party with the provisions of this Reimbursement Agreement. 21. The Town does not waive or surrender any of its governmental powers, immunities, or rights except to the extent permitted by law and necessary to allow the Developer to enforce its remedies under this Reimbursement Agreement. 22. Nothing in this Reimbursement Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the Town and the Developer any rights, remedies, or claims under or by reason of this Reimbursement Agreement, and all covenants, conditions, promises, and agreements in this Reimbursement Agreement shall be for the sole and exclusive benefit of the Town and the Developer. 23. This Reimbursement Agreement may be amended only by written agreement of the Parties. 24. This Reimbursement Agreement may be executed in counterparts, each of which shall be deemed an original. [Signature pages to follow] IN WITNESS WHEREOF, the Parties have caused this Reimbursement Agreement to be executed as of January 15, 2015. ATTEST: Name: Kelly Edwards TOWN OF WESTLAKE By: Name: Laura Wheat Title: Town Secretary Title: Mayor Title: Town Attorney DEVELOPER MAGUIRE PARTNERS-SOLANA LAND, L.P. By: MMM Ventures, LLC, its general partner By: 2M Ventures, LLC, its manager By: Mehrdad Moayedi, Manag r EXHIBIT C LANDOWNER AGREEMENT Ordinance 742 Page 6 of 7 LANDOWNER AGREEMENT This LANDOWNER AGREEMENT (the "Agreement"), is entered into as of January 15, 2015, among the Town of Westlake, Texas (the "Town"), a general law municipality of the State of Texas (the "State"), and Maguire Partners -Solana Land, LP, a Texas limited partnership (the "Landowner"). ID f iTAT C• WHEREAS, Landowner owns the Assessed Parcels described by a metes and bounds description attached as Exhibit A to this Agreement and which is incorporated herein for all purposes, comprising all of the taxable, privately -owned land described in Exhibit A (the "Landowner Parcel") which is coterminous with the Solana Public Improvement District (the "District") in the Town; and WHEREAS, the Town Council has adopted an assessment ordinance for the Authorized Improvements (including all exhibits and attachments thereto, the "Assessment Ordinance") and the Service and Assessment Plan included as an exhibit to the Assessment Ordinance, a copy of which Service and Assessment Plan, is attached hereto as Exhibit B (the "Service and Assessment Plan") and which is incorporated herein for all purposes, and has levied an assessment on each Assessed Parcel in the District (as identified in the Service and Assessment Plan) that will be pledged as the security for the payment of bonds (the "Bonds") to be issued for the purpose of paying the costs of constructing the Authorized Improvements that will benefit the Assessed Property (as defined in the Service and Assessment Plan); and WHEREAS, the Covenants, Conditions and Restrictions attached to this Agreement as Exhibit C and which are incorporated herein for all purposes, include the statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located in a public improvement district established under Chapter 372 of the Texas Local Government Code, as amended (the "PID Act"), to the purchaser. NOW, THEREFORE, for and in consideration of the mutual promises, covenants, obligations and benefits hereinafter set forth, the Town and the Landowner hereby contract, covenant and agree as follows: DEFINITIONS; APPROVAL OF AGREEMENTS Definitions. Capitalized terms used but not defined herein (including each exhibit hereto) shall have the meanings ascribed to them in the Service and Assessment Plan. Affirmation of Recitals. The findings set forth in the Recitals of this Agreement are hereby incorporated as the official findings of the Town Council. -1- ORD 742 EXHIBIT C I. AGREEMENTS OF LANDOWNER A. Affirmation and Acceptance of Agreements and Findings of Benefit. Landowner hereby ratifies, confirms, accepts, agrees to, and approves: (i) the creation and boundaries of the District, and the boundaries of the Landowner's Parcel which are coterminous with the District, all as shown on Exhibit A, and the location and development of the Authorized Improvements on the Landowner Parcel and on the property within the District; (ii) the determinations and findings as to the benefits by the Town Council in the Service and Assessment Plan and the Assessment Ordinance; (iii) the Assessment Ordinance and the Service and Assessment Plan. B. Acceptance and Approval of Assessments and Lien on Property. Landowner consents to, agrees to, acknowledges and accepts the following: (i) each Assessment levied on the Landowner's Parcel within the District, as shown on the assessment rolls attached as Appendix E to the Service and Assessment Plan (the "Assessment Rolls"); (ii) the Authorized Improvements specially benefit the District, and the Landowner's Parcel, in an amount in excess of the Assessment levied on the Landowner's Parcel within the District, as such Assessment is shown on the Assessment Rolls; (iii) each Assessment is final, conclusive and binding upon Landowner and any subsequent owner of the Landowner's Parcel, regardless of whether such landowner may be required to prepay a portion of, or the entirety of, such Assessment upon the occurrence of a Mandatory Prepayment Event (as defined herein); (iv) the obligation to pay the Assessment levied on the Landowner's Parcel owned by it when due and in the amount required by and stated in the Service and Assessment Plan and the Assessment Ordinance; (v) each Assessment or reassessment, with interest, the expense of collection, and reasonable attorney's fees, if incurred, is a first and prior lien against the Landowner's Parcel, superior to all other liens and monetary claims except liens or monetary claims for state, county, school district, or municipal ad valorem taxes, and is a -2- personal liability of and charge against the owner of the Landowner's Parcel regardless of whether such owner is named; (vi) the Assessment lien on the Landowner's Parcel is a lien and covenant that runs with the land and is effective from the date of the Assessment Ordinance and continues until the Assessment is paid and may be enforced by the governing body of the Town in the same manner that an ad valorem tax lien against real property may be enforced by the Town; (vii) delinquent installments of the Assessment shall incur and accrue interest, penalties, and attorney's fees as provided in the PID Act; (viii) the owner of an Landowner's Parcel may pay at any time the entire Assessment, with interest that has accrued on the Assessment, on any parcel in the Landowner's Parcel; (ix) the Annual Installments of the Assessments (as defined in the Service and Assessment Plan and Assessment Rolls) may be adjusted, decreased and extended; and, the assessed parties shall be obligated to pay their respective revised amounts of the annual installments, when due, and without the necessity of further action, assessments or reassessments by the Town, the same as though they were expressly set forth herein; and (x) Landowner has received, or hereby waives, all notices required to be provided to it under State law, including the PID Act, prior to the Effective Date (defined herein). C. Mandatory Prepqyment of Assessments. Landowner agrees and acknowledges that Landowner may have an obligation to prepay an Assessment upon the occurrence of a "Mandatory Prepayment Event" as described in the Service and Assessment Plan. D. Notice of Assessments. Landowner further agrees as follows: (i) the Covenants, Conditions and Restrictions attached hereto as Exhibit C shall be terms, conditions and provisions running with the Landowner's Parcel and shall be recorded (the contents of which shall be consistent with the Assessment Ordinance and the Service and Assessment Plan as reasonably determined by the Town), in the records of the County Clerk of Tarrant County, as a lien and encumbrance against such Landowner's Parcel, and Landowner hereby authorizes the Town to so record such documents against the Landowner's Parcel owned by Landowner; (ii) reference to the Covenants, Conditions and Restrictions attached hereto as Exhibit C shall be included on all recordable subdivision plats and such plats shall be recorded in the real property records of Tarrant County, Texas; -3- (iii) in the event of any subdivision, sale, transfer or other conveyance by the Landowner of the right, title or interest of the Landowner in the Landowner's Parcel or any part thereof, the Landowner's Parcel, or any such part thereof, shall continue to be bound by all of the terms, conditions and provisions of such Covenants, Conditions and Restrictions and any purchaser, transferee or other subsequent owner shall take such Landowner's Parcel subject to all of the terms, conditions and provisions of such Covenants, Conditions and Restrictions; and (iv) Landowner shall comply with, and shall contractually obligate (and promptly provide written evidence of such contractual provisions to the Town) any party who purchases any Landowner's Parcel owned by Landowner, or any portion thereof, for the purpose of constructing residential properties that are eligible for "homestead" designations under State law, to comply with, the Homebuyer Education Program described on Exhibit D to this Agreement. Such compliance obligation shall terminate as to each Lot (as defined in the Service and Assessment Plan) if, and when, (i) a final certificate of occupancy for a residential unit on such Lot is issued by the Town, and (ii) there is a sale of a Lot to an individual homebuyer, it being the intent of the undersigned that the Homebuyer Education Program shall apply only to a commercial builder who is in the business of constructing and/or selling residences to individual home buyers (a "Builder") but not to subsequent sales of such residence and Lot by an individual home buyer after the initial sale by a Builder. Notwithstanding the provisions of this Section, upon the Landowner's request and the Town's consent, in the Town's sole and absolute discretion, the Covenants, Conditions and Restrictions may be included with other written restrictions running with the land on property within the District, provided they contain all the material provisions and provide the same material notice to prospective property owners as does the document attached as Exhibit C. II. OWNERSHIP AND CONSTRUCTION OF AUTHORIZED IMPROVEMENTS A. Ownership and Transfer of Authorized Improvements. Landowner acknowledges that all of the Authorized Improvements and the land (or easements, as applicable) needed therefor shall be owned by the Town as constructed and Landowner will execute such conveyances and/or dedications of public rights of way and easements as may be reasonably required to evidence such ownership, as generally described on the current plats of the property within the District. B. Grant of Easement and License, Construction of Authorized Improvements. (i) Any subsequent owner of the Landowner's Parcel shall, upon the request of the Town or Developer, grant and convey to the Town or Developer and its BE contractors, materialmen and workmen a temporary license and/or easement, as appropriate, to construct the Authorized Improvements on the property within the District, to stage on the property within the District construction trailers, building materials and equipment to be used in connection with such construction of the Authorized Improvements and for passage and use over and across parts of the property within the District as shall be reasonably necessary during the construction of the Authorized Improvements. Any subsequent owner of the Landowner's Parcel may require that each contractor constructing the Authorized Improvements cause such owner of the Landowner's Parcel to be indemnified and/or named as an additional insured under liability insurance reasonably acceptable to such owner of the Landowner's Parcel. The right to use and enjoy any easement and license provided above shall continue until the construction of the Authorized Improvements is complete; provided, however, any such license or easement shall automatically terminate upon the recording of the final plat for the Landowner's Parcel in the real property records of Tarrant County, Texas. (ii) Landowner hereby agrees that any right or condition imposed by the Development Agreement, or other agreement, with respect to the Assessment has been satisfied, and that Landowner shall not have any rights or remedies against the Town under the Development Agreement, or under any law or principles of equity concerning the Assessments, with respect to the formation of the District, approval of the Service and Assessment Plan and the Town's levy and collection of the Assessments. III. COVENANTS AND WARRANTIES; MISCELLANEOUS A. Special Covenants and Warranties of Landowner. Landowner represents and warrants to the Town as follows: (i) Landowner is duly organized, validly existing and, as applicable, in good standing under the laws of the state of its organization and has the full right, power and authority to enter into this Agreement, and to perform all the obligations required to be performed by Landowner hereunder. (ii) This Agreement has been duly and validly executed and delivered by, and on behalf of, Landowner and, assuming the due authorization, execution and delivery thereof by and on behalf of the Town and the Landowner, constitutes a valid, binding and enforceable obligation of such party enforceable in accordance with its terms. This representation and warranty is qualified to the extent the enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting the rights of creditors in general. -5- (iii) Neither the execution and delivery hereof, nor the taking of any actions contemplated hereby, will conflict with or result in a breach of any of the provisions of, or constitute a default, event of default or event creating a right of acceleration, termination or cancellation of any obligation under, any instrument, note, mortgage, contract, judgment, order, award, decree or other agreement or restriction to which Landowner is a party, or by which Landowner or Landowner's Parcel is otherwise bound. (iv) Landowner is, subject to all matters of record in the Tarrant County, Texas Real Property Records, the sole owner of the Landowner's Parcel. (v) The Landowner's Parcel owned by Landowner is not subject to, or encumbered by, any covenant, lien, encumbrance or agreement which would prohibit (i) the creation of the District, (ii) the levy of the Assessments, or (iii) the construction of the Authorized Improvements on those portions of the property within the District which are to be owned by the Town, as generally described on the current plats of the property within the District (or, if subject to any such prohibition, the approval or consent of all necessary parties thereto has been obtained). (vi) Landowner covenants and agrees to execute any and all documents necessary, appropriate or incidental to the purposes of this Agreement, as long as such documents are consistent with this Agreement and do not create additional liability of any type to, or reduce the rights of, such Landowner by virtue of execution thereof. B. Waiver of Claims Concerning Authorized Improvements. The Landowner, with full knowledge of the provisions, and the rights thereof pursuant to such provisions, of applicable law, waives any claims against the Town and its successors, assigns and agents, pertaining to the installation of the Authorized Improvements. C. Notices. Any notice or other communication to be given to the Town or Landowner under this Agreement shall be given by delivering the same in writing to: To the Town: Attn: Thomas Brymer Town Manager 3 Village Circle, Suite 202 Westlake, Texas 76262 With a copy to: Attn: L. Stanton Lowry Town Attorney Boyle & Lowry, L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062 M To the Developer: Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 With a copy to: Miklos, PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Any notice sent under this Agreement (except as otherwise expressly required) shall be written and mailed, or sent by electronic or facsimile transmission confirmed by mailing written confirmation at substantially the same time as such electronic or facsimile transmission, or personally delivered to an officer of the recipient as the address set forth herein. Each recipient may change its address by written notice in accordance with this Section. Any communication addressed and mailed in accordance with this provision shall be deemed to be given when so mailed, any notice so sent by electronic or facsimile transmission shall be deemed to be given when receipt of such transmission is acknowledged, and any communication so delivered in person shall be deemed to be given when receipted for, or actually received by, the addressee. D. Parties in Interest. This Agreement is made solely for the benefit of the Town and the Landowner and is not assignable, except, in the case of Landowner, in connection with the sale or disposition of all or substantially all of the parcels which constitute the Landowner's Parcel. However, the parties expressly agree and acknowledge that the Town, the Landowner, each current owner of any parcel which constitutes the Landowner's Parcel, and the holders of bonds issued by the Town to finance the costs of the Authorized Improvements and which are secured by a pledge of the Assessments or any part thereof, are express beneficiaries of this Agreement and shall be entitled to pursue any and all remedies at law or in equity to enforce the obligations of the parties hereto. This Agreement shall be recorded in the real property records of Tarrant County, Texas. E. Amendments. This Agreement may be amended only by written instrument executed by the Town and the Landowner. No termination or amendment shall be effective until a written instrument setting forth the terms thereof has been executed by the then -current owners of the property within the District and recorded in the Real Property Records of Tarrant County, Texas. -7- F. Effective Date. This Agreement shall become and be effective (the "Effective Date") upon the date of final execution by the latter of the Town and the Landowner and shall be valid and enforceable on said date and thereafter. G. Estoppels. Within 10 days after written request from a party hereto, the other party shall provide a written certification, indicating whether this Agreement remains in effect as to the Landowner's Parcel, and whether any party is then in default hereunder. H. Termination. This Agreement shall terminate and be of no further force and effect as to the Landowner's Parcel upon payment in full of the Assessment(s) against such Landowner's Parcel. [Signature pages to follow] EXECUTED by the Town and Landowner on this January 15, 2015. ATTEST: TOWN OF WESTLA�fK,E A Wfir By: Name: Kelly Edwards Name: Laura Wheat Title: Town Secretary Title: Mayor FO Name: L. Stanton`19K Title: Town Attorney [Signature Page Landowner Agreement] in LANDOWNER Maguire Partners -Solana Land, L.P. a Texas limited partnership, By: Jdox I--,/ _/ 'j - Mehrdad Moayedi, its manager STATE OF TEXAS COUNTY OF ) This instrument was acknowledged before me on the 4 day of, 2014, by Mehrdad Moayedi in his capacity as Manager of Maguire Partners -Solana and, L. ., known to be the person whose name is subscribed to the foregoing instrument, and that he executed the same on behalf of and as the act of Manager of Maguire Partners -Solana Land, L.P.. Notary Public, State of Texas My Commission Expires: [Signature Page Landowner Agreement] -10- LAURA L WAYLAP!D ivi;f Commission Expires July 14, 2016 [Signature Page Landowner Agreement] -10- EXHIBIT A METES AND BOUNDS DESCRIPTION OF LANDOWNER'S PARCEL 85.90 Acres BEING a tract of land situated in the C.M. Throop Survey, Abstract No. 1510, the W. Medlin Survey, Abstract No. 1958, the William Pea Survey, Abstract No. 1246 and the Joseph Henry Survey, Abstract No. 742, Tarrant County, Texas and being a portion of Tract 2 as described in the Special Warranty Deed to MAGUIRE PARTNERS — SOLANA LAND, L.P. as recorded in Volume 16858, Page 176 of the Deed Records of Tarrant County, Texas and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod found with "Huitt-Zollars" cap at the southwest corner of Lot 2, Block 1, Westlake/Southlake Park Addition No. 1, an addition to the Town of Westlake, Texas as recorded in Volume 388-214, Page 78 of the Plat Records of Tarrant County, Texas, being on the northeasterly right-of-way line of Kirkwood Boulevard, a variable width right-of-way as dedicated by said Westlake/Southlake Park Addition No. 1 and being the beginning of a non - tangent curve to the left having a central angle of 9 degrees 13 minutes 11 seconds, a radius of 1428.00 feet and being subtended by a chord which bears North 47 degrees 49 minutes 50 seconds West a distance of 229.54 feet; THENCE along the northeasterly right-of-way line of Kirkwood Boulevard, a variable with right-of-way, as described in Dedication Deed to the Town of Westlake as recorded under instrument No. D208427746, Deed Records of Tarrant County, Texas the following: Along said curve to the left an arc distance of 229.79 feet to a'/z inch rod found with Graham cap at the end of said curve; North 52 degrees 30 minutes 14 seconds west a distance of 32.60 feet to '/2 inch iron rod found with Graham cup beginning of a curve to the right having a central angle of 18 degrees 54 minutes 48 seconds, a radius of 612.00 feet and being subtended by a chord which bears North 43 degrees 02 minutes 03 seconds West a distance of 201.11 feet; Along said curve to the right an are distance of 202.02 feet to a '/2 inch iron rod found with Graham cap at the beginning of a compound curve to the right having a central angle of 24 degrees 06 minutes 47 seconds, a radius of 812.00 feet and being subtended by a chord which bears North 21 degrees 32 minutes 03 seconds West a distance of 339.22 feet; Along said curve to the right an arc distance of 341.73 feet to a '/2 inch iron rod found with Graham cap at the end of a said curve; North 09 degrees 28 minutes 39 seconds West a distance of 132.24 feet to a '/2 inch iron rod found with Graham cap at the beginning of a curve to the left having a central angle of 45 -11- degrees 43 minutes 19 seconds, a radius of 708.00 feet and being subtended by a chord which bears North 32 degrees 20 minutes 19 seconds West a distance of 550.11 feet; Along said curve to the left an arc distance of 564.98 feet to a 1/2 inch iron rod found with Graham cap at the end of said curve; North 55 degrees 11 minutes 58 seconds West a distance of 190.50 feet to a 1/2 inch iron rod found with Graham cap; North 08 degrees 56 minutes 27 seconds West a distance off 21.41 feet to a 1/2 inch iron rod found with Graham cap on the easterly right-of-way line of Precinct Line Road, a variable width right-of-way, as described in Dedication Deed to Town of Westlake as recorded under Instrument No. D208427746, Deed Records of Tarrant County, Texas and being the beginning of a non -tangent curve to the left having a central angle of 16 degrees 09 minutes 21 seconds, a radius of 1,432.50 feet and being subtended by a chord which bears North 27 degrees 07 minutes 42 seconds East a distance of 402.59 feet; THENCE along the easterly right-of-way line of Precinct Line Road, the following; Along said curve to the left an arc distance of 403.92 feet to a I/2 inch iron rod found with Graham cap at the end of said curve; North 18 degrees 47 minutes 24 seconds East a distance of 185.36 feet to a11/2 inch iron rod found with Graham cap; North 17 degrees 03 minutes 03 seconds East a distance of 322.64 feet to a 1/2 inch iron rod found on the southerly right-of-way line of State Highway 114 (a variable width ROW); THENCE along the southerly right-of-way line of State Highway 114, the following; North 60 degrees 06 minutes 26 seconds East a distance of 44.54 feet to a Texas Department of Transportation brass disk in concrete found; South 71 degrees 03 minutes 32 seconds East a distance of 254.55 feet to a point for corner from which a Texas Department of Transportation brass disk in concrete found bears North 10 degrees 48 minutes 28 seconds West a distance of 0.43 feet; South 77 degrees 26 minutes 06 seconds East a distance of 746.74 feet to a Texas Department of Transportation brass disk in concrete found; South 71 degrees 03 minutes 31 seconds East a distance of 1443.85 feet to a Texas Department of Transportation brass disk in concrete found; South 62 degrees 34 minutes 19 seconds East a distance of 404.34 feet to a Texas Department of Transportation brass disk in concrete found at the beginning of a curve to the right having a -12- central angle of 08 degrees 19 minutes 09 seconds, a radius of 2,709.79 feet and being subtended by a chord which bears South 58 degrees 24 minutes 45 seconds East a distance of 393.11 feet; Along said curve to the right an arc distance of 393.45 feet to a Texas Department of Transportation brass disk in concrete found; South 54 degrees 15 minutes 11 seconds East a distance of 399.24 feet to a Texas Department of Transportation brass disk in concrete found; South 64 degrees 19 minutes 50 seconds East a distance of 56.55 feet to a 5/8 inch iron rod found with "Huitt-Zollars" cap at the beginning of a non -tangent curve to the right having a central angle of 02 degrees 13 minutes 56 seconds, a radius of 2,754.79 feet and being subtended by a chord which bears South 43 degrees 17 minutes 37 seconds East a distance of 107.32 feet; Along said curve to the right n arc distance of 107.33 feet to a '/z inch rod found with "Huitt- Zollars" cap for the northeast corner of Lot 1, Block 1, of the aforementioned Westlake/Southlake Park Addition No. 1; THENCE departing the southerly right-of-way line of State Highway 114, North 90 degrees 00 minutes 00 seconds west along the north line of said Lot 1, Block 1, a distance of 2,132.54 feet to a 5/8 inch iron rod with "Carter -Burgess" cap found for the northwest corner of said Lot 2, Block 1, Westlake/Southlake Park Addition No. 1; THENCE South 52 degrees 00 minutes 00 seconds West along the northwesterly line said Lot 2, Block 1, a distance of 1000.00 feet to a 5/8 inch iron rod with "Carter & Burgess" cap found at an angle point in the west line of Lot 2, Block 1; THENCE along the west line of said Lot 2, Block 1, South 00 degrees 00 minutes 00 seconds East a distance of 168.55 feet to the POINT OF BEGINNING and containing 85.90 acres of land, more or less. -13- EXHIBIT B SERVICE AND ASSESSMENT PLAN -14- (as it EXHIBIT C DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS may be amended from time to time, this "Declaration") is made as of by Maguire Partners — Solana Land, L.P. a Texas limited partnership (the "Landowner"). RECITALS: A. The Landowner holds record title to that portion of the real property located in Tarrant County, Texas, which is described in the attached Exhibit A (the "Landowner's Parcel"). B. The Town Council of the Town of Westlake (the "Town Council") upon a petition requesting the establishment of a public improvement district covering the property within the District to be known as the Solana Public Improvement District (the "District") by the then current owners of more than 50% of the appraised value of the taxable real property and more than 50% of the area of all taxable real property within the area requested to be included in the District created such District, in accordance with the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "PID Act"). C. The Town Council has adopted an assessment ordinance to levy assessments for the Authorized Improvements (including all exhibits and attachments thereto, the "Assessment Ordinance") and the Service and Assessment Plan included as an exhibit to the Assessment Ordinance (as amended from time to time, the "Service and Assessment Plan"), and has levied the assessments (as amended from time to time, the "Assessments") on property in the District. D. The statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located in a public improvement district established under Chapter 372 of the Texas Local Government Code, as amended, to the purchaser, is incorporated into these Covenants, Conditions and Restrictions. DECLARATIONS: NOW, THEREFORE, the Landowner hereby declares that the Landowner's Parcel is and shall be subject to, and hereby imposes on the Landowner's Parcel, the following covenants, conditions and restrictions: 1. Acceptance and Approval of Assessments and Lien on Property: (a) Landowner accepts each Assessment levied on the Landowner's Parcel owned by such Landowner. (b) The Assessment (including any reassessment, the expense of collection, and reasonable attorney's fees, if incurred) is (a) a first and prior lien (the "Assessment Lien") against the property assessed, superior to all other liens or -15- claims except for liens or claims for state, county, school district or municipality ad valorem property taxes whether now or hereafter payable, and (b) a personal liability of and charge against the owners of the property to the extent of their ownership regardless of whether the owners are named. The Assessment Lien is effective from the date of the Assessment Ordinance until the Assessments are paid and may be enforced by the Town in the same manner as an ad valorem property tax levied against real property that may be enforced by the Town. The owner of any assessed property may pay, at any time, the entire Assessment levied against any such property. Foreclosure of an ad valorem property tax lien on property within the District will not extinguish the Assessment or any unpaid but not yet due annual installments of the Assessment, and will not accelerate the due date for any unpaid and not yet due annual installments of the Assessment. It is the clear intention of all parties to these Declarations of Covenants, Conditions and Restrictions, that the Assessments, including any annual installments of the Assessments (as such annual installments may be adjusted, decreased or extended), are covenants that run with the Landowner's Parcel and specifically binds the Landowner, its successors and assigns. In the event of delinquency in the payment of any annual installment of the Assessment, the Town is empowered to order institution of an action in district court to foreclose the related Assessment Lien, to enforce personal liability against the owner of the real property for the Assessment, or both. In such action the real property subject to the delinquent Assessment may be sold at judicial foreclosure sale for the amount of such delinquent property taxes and Assessment, plus penalties, interest and costs of collection. 2. Landowner or any subsequent owner of the Landowner's Parcel waives: (a) any and all defects, irregularities, illegalities or deficiencies in the proceedings establishing the District and levying and collecting the Assessments or the annual installments of the Assessments; (b) any and all notices and time periods provided by the PID Act including, but not limited to, notice of the establishment of the District and notice of public hearings regarding the levy of Assessments by the Town Council concerning the Assessments; (c) any and all defects, irregularities, illegalities or deficiencies in, or in the adoption of, the Assessment Ordinance by the Town Council; (d) any and all actions and defenses against the adoption or amendment of the Service and Assessment Plan, the Town's finding of a `special benefit' pursuant to the PID Act and the Service and Assessment Plan, and the levy of the Assessments; and (e) any right to object to the legality of any of the Assessments or the Service and Assessment Plan or to any of the previous proceedings connected therewith which occurred prior to, or upon, the Town Council's levy of the Assessments. -16- 3. Amendments: This Declaration may be terminated or amended only by a document duly executed and acknowledged by the then -current owner(s) of the Landowner's Parcel and the Town. No such termination or amendment shall be effective until a written instrument setting forth the terms thereof has been executed by the parties by whom approval is required as set forth above and recorded in the real Property Records of Tarrant County, Texas. 4. Third Party Beneficiary: The Town is a third party beneficiary to this Declaration and may enforce the terms hereof. 5. Notice to Subsequent Purchasers: Upon the sale of a dwelling unit within the District, the purchaser of such property shall be provided a written notice that reads substantially similar to the following: TEXAS PROPERTY CODE SECTION 5.014 NOTICE OF OBLIGATION TO PAY PUBLIC IMPROVEMENT DISTRICT ASSESSMENT TO THE TOWN OF WESTLAKE, TARRANT COUNTY, TEXAS CONCERNING THE ASSESSED PARCELS As the purchaser of this parcel of real property, you are obligated to pay an assessment to the Town of Westlake, Texas, for improvement projects undertaken by a public improvement district under Chapter 372 of the Texas Local Government Code, as amended. The amount of the assessment against your property may be paid in full at any time together with interest to the date of payment. If you do not pay the assessment in full, it will be due and payable in annual installments (including interest and collection costs). More information concerning the amount of the assessment and the due dates of that assessment may be obtained from the Town of Westlake, 3 Village Circle Westlake, Texas 76262 Your failure to pay the assessment or the annual installments could result in the foreclosure of your property. Signature of Purchaser(s) Date: The seller shall deliver this notice to the purchaser before the effective date of an executory contract binding the purchaser to purchase the property. The notice may be given separately, as part of the contract during negotiations, or as part of any other notice the seller delivers to the purchaser. If the notice is included as part of the executory contract or another notice, the title of the notice prescribed by this section, the references to the street address and date in the notice, and the purchaser's signature on the notice may be omitted. -17- EXECUTED by the undersigned on the date set forth below to be effective as of the date first above written. [Signature Page to Follow] LANDOWNER Maguire Partners -Solana Land, L.P. a Texas limited partnership, By: Mehrdad Moayedi, its manager STATE OF TEXAS This instrument was acknowledged before me on the /May o , 2014, by Mehrdad Moayedi in his capacity as Manager of Maguire Partners -Sola Land, L. ., known to be the person whose name is subscribed to the foregoing instrument, and that he executed the same on behalf of and as the act of Manager of Maguire Partners -Solana Land, L.P.. My Commission Expires: LAURA L WAYLAYFxpres l Ivry July 14, 2016 91na.0 I" Notary Public, State of Texas -18- EXHIBIT D HOMEBUYER EDUCATION PROGRAM As used in this Exhibit D, the recorded Notice of the Authorization and Establishment of the Solana Public Improvement District and the Covenants, Conditions and Restrictions in Exhibit C of this Agreement are referred to as the "Recorded Notices." 1. Any Landowner who is a Builder shall attach the Recorded Notices and the final Assessment Rolls for such Assessed Parcel (or if the Assessment Rolls are not available for such Assessed Parcel, then a schedule showing the maximum 30 year payment for such Assessed Parcel) as an addendum to any residential homebuyer's contract. 2. Any Landowner who is a Builder shall provide evidence of compliance with 1 above, signed by such residential homebuyer, to the Town. 3. Any Landowner who is a Builder shall prominently display signage in its model homes, if any, substantially in the form of the Recorded Notices. 4. If prepared and provided by the Town, any Landowner who is a Builder shall distribute informational brochures about the existence and effect of the District in prospective homebuyer sales packets. 5. Any Landowner who is a Builder shall include Assessments in estimated property taxes, if such Builder estimates monthly ownership costs for prospective homebuyers. -19- EXHIBIT D REDEMPTION AGREEMENT Ordinance 742 Page 7 of 7 MAGUIRE PARTNERS-SOLANA LAND, L.P. AGREEMENT REGARDING CONVEYANCE OF RIGHT OF REDEMPTION AND WAIVER OF AGRICULTURAL VALUATION — SOLANA PID This AGREEMENT REGARDING CONVEYANCE OF RIGHT OF REDEMPTION AND WAIVER OF AGRICULTURAL VALUATION — SOLANA PID (this "Agreement"), dated January 15, 2015 (the "Effective Date"), by and among Maguire Partners -Solana Land, L.P., a Texas limited partnership, (the "Developer"), the TOWN OF WESTLAKE, TEXAS (the "Town"), a municipal corporation, and U.S. BANK NATIONAL ASSOCIATION (the "Trustee"). The Town, the Trustee, and the Developer are sometimes referred to herein individually as a "Party," and together as the "Parties." RECITALS A. WHEREAS, the Developer owns a total of approximately 85.90 acres of land located in Tarrant County, Texas, as described in the attached Exhibit "A" (the "Property"), which Property is located within the Town's corporate limits; B. WHEREAS, the Developer desires to develop the Property as a master -planned mixed-use development (the "Project"); C. WHEREAS, the Developer proposes to construct certain public improvements and transfer those improvements to the Town in accordance with the terms and provisions of (i) the Construction, Funding and Acquisition Agreement (the "Financing Agreement") having an effective date of January 15, 2015, between the Developer and the Town, and (ii) the Economic Development Agreement, (the "Economic Development Agreement"), having an effective date of April 22, 2013, and entered into by and between the Developer and the Town, and (iii) the Development and Subdivision Improvement Agreement (the "Development Agreement"), having an effective date of October 29, 2013; D. WHEREAS, upon the petition of the Developer, on February 24, 2014, the Town authorized the formation of the Solana Public Improvement District (the "District") on the Property in accordance with Chapter 372, Texas Local Government Code, as amended; E. WHEREAS, the Property constitutes all of the land within the District; F. WHEREAS, the Town intends to (upon satisfaction of the conditions and in accordance with the terms set forth in the Financing Agreement), at the request, and with the consent, approval and agreement of the Developer, adopt an ordinance levying special assessments on the Property (the "Assessment Ordinance") and adopting the Service and Assessment Plan (as defined in the Financing Agreement) that provides for the construction and financing of Authorized Improvements (as defined in the Service and Assessment Plan) for the benefit of Assessed Property (as herein defined) within the District pursuant to the Service and Assessment Plan, payable in whole or in part by and from the Assessments (as defined in the Service and Assessment Plan) levied against Assessed Property, as more specifically provided for in the Service and Assessment Plan; ORD 742 EXHIBIT D G. WHEREAS, the Town intends to (upon satisfaction of the conditions and in accordance with the terms set forth in the Financing Agreement) levy Assessments on all or a portion of the Property (the "Assessed Property") and issue bonds for payment of costs associated with construction and/or acquisition of the Authorized Improvements included in the Service and Assessment Plan, as such plan may be amended from time to time; H. WHEREAS, pursuant to the Service and Assessment Plan, the Town will maintain Assessment Rolls (as defined in the Service and Assessment Plan) that identify all parcels within the District that are Assessed Property and all parcels that are not subject to an assessment (the "Non -Benefitted Property"); I. WHEREAS, as the Property is developed, portions of the Assessed Property may be converted into Non -Benefitted Property and the Town will update the Assessment Rolls from time to time to identify Assessed Property and Non -Benefitted Property within the District; J. WHEREAS, from the proceeds of the bonds the Town issues in connection with the Authorized Improvements, the Town will, upon satisfaction of the conditions and in accordance with the terms set forth in the Financing Agreement, the Economic Development Agreement, and the Development Agreement, acquire and accept those certain Authorized Improvements provided for in the Financing Agreement and the Developer will be paid or reimbursed for all or a portion of the costs of acquisition, construction, and improvement of the Authorized Improvements; and K. WHEREAS, as a condition precedent to the Town's performance of its obligations under the Financing Agreements, the Developer has agreed to execute this Agreement conveying all rights to redeem any portion of the Property that is subject to an Assessment and has an agricultural use valuation following a tax sale, and to execute and deliver into escrow with the Trustee multiple originals of waivers of special appraisal in the form attached as Exhibit "B" hereto (the "Agricultural Use Waiver"); and L. WHEREAS, U.S. Bank National Association is the trustee under the Indenture (as defined in the Financing Agreement). NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows: SECTION 1. DEFINITIONS (a) "Assessed Property" shall include any portion of the Property that is subject to an Assessment levied pursuant to the Assessment Ordinance and identified on the Assessment Rolls maintained by the Town. (b) "Developer's Continuing Disclosure Agreement" shall mean the agreement entered into by the Developer and the Trustee in which the Developer, and its successors and assigns, covenant to provide certain information, including information regarding delinquent tax and Assessment payments, to the Trustee. (c) "Exempt Property" shall include any portion of the Property that is designated for agricultural use (which shall include, but not be limited to, any of the uses described in Section 23.51 of the Texas Tax Code, as amended) or is otherwise claimed for agricultural use by the owner thereof for ad valorem tax purposes pursuant to Section 23.41 of the Texas Tax Code or any other applicable statute, law or right. (d) "Lender" shall mean American Bank of Texas, signing a Lienholder Consent to a Waiver of Special Appraisal (in substantially the form included in Exhibit "B") delivered to Trustee. (e) "Non -Redeemable Property" shall be those portions of the Property that are Assessed Property and have an Exempt Property status at the time either the applicable ad valorem taxes become past due or at the time that the annual installment of the Assessment levied against such property becomes past due. (f) "Trustee" means U.S. Bank National Association, and any successor thereto permitted under the Indenture (as defined in the Financing Agreement). SECTION 2. CONVEYANCE OF RIGHT OF REDEMPTION. The Developer has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does hereby GRANT, BARGAIN, SELL, and CONVEY, unto the Trustee all rights that the Developer and its successors and assigns now have or in the future may have in equity, or under common law, statutory law, the Constitution of the State of Texas or otherwise to redeem, repurchase or reacquire Non -Redeemable Property following a foreclosure of a tax lien or sale, transfer or conveyance in connection with a tax sale, including, without limitation, any and all rights arising under Section 34.21 of the Texas Tax Code, as amended ("Tax Redemption Rights"). TO HAVE AND TO HOLD the Tax Redemption Rights in the Non -Redeemable Property belonging in any way to the Developer, unto the Trustee, its successors and assigns, forever, subject to the Restrictions and Reservations set forth herein; and the Developer does hereby bind itself and its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular, the Tax Redemption Rights in the Non -Redeemable Property unto the Trustee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof by, through, or under the Developer, but not otherwise, subject to the Restrictions and Reservations set forth in this Agreement. Restrictions and Reservations IT IS EXPRESSLY UNDERSTOOD AND AGREED that if all or a portion of the Non - Redeemable Property ceases to be Assessed Property, as shown on the Assessment Rolls maintained by the Town, then the owner of such land shall have the right to assume ownership of the Tax Redemption Rights for said portion of the Non -Redeemable Property. Upon request by an owner of land that is Non -Redeemable Property that has ceased to be Assessed Property, the Town and the Trustee shall execute a Release from this Agreement in the form attached hereto as Exhibit "C." SECTION 3. RESTRICTION AGAINST REDEMPTION OF NON -REDEEMABLE PROPERTY In the event that a court of competent jurisdiction enters a final judgment that the foregoing conveyance of Tax Redemption Rights is not effective, the Developer hereby absolutely, unconditionally and irrevocably waives, releases, relinquishes and surrenders forever, on behalf of itself and its successors and assigns, and agrees not to assert or exercise any and all Tax Redemption Rights it now has or in the future may have in equity, pursuant to statute, the Constitution of the State of Texas or otherwise to redeem, repurchase or reacquire any portion of the Property that is Non -Redeemable Property following a foreclosure of a tax lien or sale, transfer or conveyance in connection with a tax sale, including, without limitation, any and all rights arising under Section 34.21 of the Texas Tax Code, as amended. SECTION 4. WAIVER OF AGRICULTURAL USE VALUATION. (a) Delivery of Agricultural Use Waiver Into Escrow. Concurrently with the execution and delivery of this Agreement, the Developer has executed and has delivered or will promptly deliver to the Trustee to be held in escrow six (6) originals of the Agricultural Use Waiver waiving any agricultural use valuation and any right to special appraisal arising based on agricultural use with respect to Non -Redeemable Property. The Agricultural Use Waiver shall be held in escrow, and shall only be released from escrow in accordance with the provisions of this Section 4. (b) Authorization to File Agricultural Use Waiver. (i) Prior to the Trustee taking any action described in subsection 4(b)(ii) below, the Trustee shall pay past due or delinquent taxes using funds in the Developer Property Tax Reserve Fund held under the applicable Indenture. This payment shall be made pursuant to a request by the Town in a form similar to that attached as Exhibit "D". If the funds in the applicable Developer Property Tax Reserve Fund are not sufficient to pay all past due ad valorem taxes, including any accrued interest and penalties, then the Trustee shall notify the Developer and the Lender of such deficiency and provide the Developer and the Lender thirty (30) days to deliver to the Trustee the requisite amount of funds to pay all past due taxes and restore the applicable Developer Property Tax Reserve Fund to the level required by the Financing Agreement. (ii) The Town, or the entity appointed by the Town to monitor and collect delinquent taxes, shall report to the Trustee any delinquent taxes that are secured by a lien against any portion of the Non -Redeemable Property by March 15 of each year. In the event that any taxes secured by a lien against any portion of the Non -Redeemable Property have not been paid by March 1 st following the year for which such taxes are levied, the Trustee shall provide the Lender notice of the deficiency and provide the Lender ten (10) days to cure said deficiency. If the Lender fails to cure the deficiency, Trustee shall (unless otherwise instructed by holders of not less than twenty percent (20%) of the Bonds, as defined in the Financing Agreement, secured by the applicable Indenture then outstanding) and the Developer hereby irrevocably authorizes the Trustee to, release the Agricultural Use Waiver from escrow and deliver same to the Tarrant County Tax Assessor/Collector or its successor. The Trustee shall, and the Developer further authorizes the Trustee to, attach to the Agricultural Use Waiver a description of that portion of the Non -Redeemable Property for which taxes are delinquent; provided, the Trustee shall verify with the Town the descriptions of the Non - Redeemable Property to be attached to such waiver. Any such descriptions of property shall be provided to the Trustee by the Town, or an entity appointed by the Town for such purpose. In the event that the Trustee receives notice that delinquent taxes and all penalties and interest have been paid prior to Trustee's transmittal of the Agricultural Use Waiver to Tarrant County Tax Assessor/Collector or its successor, then Trustee shall not transmit the Waiver of Agricultural Use to the Tarrant County Tax Assessor/Collector and such waiver shall be returned to escrow. In the event that the number of Agricultural Use Waivers held by Trustee is less than three (3) and some portion of the Property is Non -Redeemable Property, the Developer agrees to promptly execute and deliver to the Trustee, to be held in and released from escrow as provided herein, another Agricultural Use Waiver for use with any remaining Non -Redeemable Property owned by the Developer; provided, however, the Trustee shall deliver to the Tarrant County Tax Assessor/Collector or its successor an Agricultural Use Waiver with respect to the remaining Non -Redeemable Property owned by the Developer, if the Developer does not execute and deliver to the Trustee such additional Agricultural Waivers within thirty (30) days of a written request by the Trustee. Notwithstanding anything to the contrary contained herein, the Lender is under no obligation to cure any deficiency. (iii) The entity responsible for administrating the District (the "PID Administrator") shall be responsible for notifying the Town and, at the Town's direction, the Trustee of all delinquent Assessment payments by March 15 of each year. Except as provided in Section 4(b)(iv), in the event that any Assessments levied by the Town pursuant to the Assessment Ordinance that are secured by a lien against any portion of the Non -Redeemable Property have not been paid by March 1st following the year for which such Assessments are levied (or ten (10) days before such Assessments become delinquent, if earlier), the Trustee shall provide the Lender notice of the failure to pay Assessments and provide the Lender ten (10) days to cure such failure. If the Lender fails to cure, the Trustee shall (unless otherwise instructed by holders of not less than fifty-one percent (51 %) of the Bonds secured by the applicable Indenture then outstanding) and the Developer hereby irrevocably authorizes the Trustee to, release the Agricultural Use Waiver from escrow and deliver same to the Tarrant County Tax Assessor/Collector or its successor. The Trustee shall, and the Developer further authorizes the Trustee to, attach to the Agricultural Use Waiver a description of that portion of the Non -Redeemable Property for which Assessments are delinquent. Any such descriptions of property shall be provided to the Trustee by the Town, or an entity appointed by the Town for such purpose. In the event that the number of Agricultural Use Waivers held by Trustee is less than three (3) and some portion of the Property is Non- Redeemable, the Developer agrees to promptly execute and deliver to the Trustee, to be held in and released from escrow as provided herein, another Agricultural Use Waiver for use with any remaining Non -Redeemable Property owned by the Developer; provided, however, the Trustee shall deliver to the Tarrant County Tax Assessor/Collector or its successor an Agricultural Use Waiver with respect to the remaining Non - Redeemable Property owned by the Developer, if the Developer does not execute and deliver to the Trustee such additional Agricultural Waivers within thirty (30) days of a written request by the Trustee. Notwithstanding anything to the contrary contained herein, the Lender is under no obligation to cure the failure to pay. (iv) If, by case law, statute or an opinion of the Attorney General of the State of Texas it is determined that Tax Redemption Rights do not apply to the Assessments levied on behalf of the District, then Section 4(b)(iii) shall immediately become non-operative and non -effective upon Trustee's receipt of written notice of such decision, statute or opinion. SECTION 5. REPRESENTATIONS AND WARRANTIES. The Developer each hereby represents and warrants to the Town as follows: (a) The Developer represents and warrants that it is a limited partnership duly organized and validly existing under the laws of the State of Texas, is qualified to do business in and is in good standing under the laws of the State of Texas, is in compliance with the laws of the State of Texas, and has the power and authority to own its properties and assets and to carry on its business as now being conducted and as now contemplated. (b) The Developer represents and warrants that it has the power and authority to enter into this Agreement, and has taken all action necessary to cause this Agreement to be executed and delivered, and this Agreement has been duly and validly executed and delivered on behalf of the Developer. (c) The Developer represents and warrants that this Agreement is a valid and enforceable obligation of the Developer and is enforceable against the Developer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general equity principles. SECTION 6. DEFAULT AND REMEDIES. In the event that the Developer shall violate, or indicate that the Developer intends to violate, any of the terms and provisions set forth in this Agreement, in addition to any other remedies available at law or in equity, the Trustee shall have the right to sue for and obtain a prohibitive or mandatory injunction or any other equitable remedy to prevent the breach of, or to enforce the observance of, the terms of this Agreement. The foregoing remedies shall be cumulative with, in addition to, and non-exclusive of one another, and the exercise of any one remedy shall not bar the exercise of any other remedy. In the event of any legal action commenced by the Trustee to enforce the obligations of the Developer hereunder, the Trustee shall be entitled to recover its reasonable attorney's fees and costs. The Trustee shall provide ten (10) days' notice to the Lender prior to taking any enforcement action. SECTION 7. MISCELLANEOUS. (a) Term of Agreement. This Agreement shall continue in full force and effect so long as any obligations remain outstanding under any Indenture. (b) Headings Descriptive. The headings of the several Sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. (c) Interpretation. The singular number includes the plural and the masculine gender includes the feminine and neuter. (d) Covenants Run with the Land; Transfers of the Property. This Agreement shall run with the land and the ownership of any Non -Redeemable Property and will act as an appurtenant burden on the Non -Redeemable Property and shall be binding upon the Non - Redeemable Property and all owners, tenants, subtenants, licensees, assignees and occupants thereof and any other party having any interest therein. Upon the acquisition by any party of any interest in the Non -Redeemable Property, such party shall automatically and without further action by such party or any other party be deemed to have assumed and agreed to be bound by this Agreement. Without limiting the foregoing, any person who acquires a fee interest in any portion of the Non -Redeemable Property ("Subsequent Owner") shall, and hereby shall be deemed to have agreed to, (i) execute and record in the Real Property Records of Tarrant County, Texas, promptly following the recording of the conveyance instrument, an agreement in the form attached hereto as Exhibit "E" (the "Acknowledgment and Agreement") to acknowledge that such person is subject to the terms of this Agreement, expressly agreeing to comply with the terms and provisions of this Agreement applicable to the portion of the Non -Redeemable Property acquired by such person, and waiving such person's right to redeem such portion of the Non -Redeemable Property, and (ii) execute and deliver to the Trustee, concurrently with the recording of the Acknowledgment and Agreement, four (4) Agricultural Use Waivers in the form attached hereto as Exhibit "B" for that portion of the Non- Redeemable Property acquired by such person. In the event that the number of Agricultural Use Waivers signed by a Subsequent Owner that are held by Trustee is less than two (2) and some portion of the Property owned by the Subsequent Owner is Non -Redeemable Property, such Subsequent Owner agrees to promptly execute and deliver to the Trustee, to be held in and released from escrow as provided herein, another Agricultural Use Waiver for use with any remaining Non -Redeemable Property owned by such Subsequent Owner; provided, however, the Trustee shall deliver to the Tarrant County Tax Assessor/Collector or its successor an Agricultural Use Waiver with respect to the remaining Non -Redeemable Property owned by a Subsequent Owner that has not paid taxes or Assessments as required by this Agreement, if said Subsequent Owner does not execute and deliver to the Trustee such additional Agricultural Waivers within thirty (30) days of a written request by the Trustee. (e) Material Agreement. The Developer acknowledges that the agreements and obligations of the Parties set forth herein are a material inducement to the Town's entering into the Financing Agreement, that the Developer is represented by counsel of its own choice with respect to this Agreement, and that the Developer is entering into this Agreement freely and voluntarily and not acting under coercion or duress. (f) Binding Effect. This Agreement shall be binding upon the Developer and the successors, receivers, trustees and assigns of the Developer, including all successors in interest of the Developer in and to all or any part of the Property, and shall inure to the benefit of the Town, the Trustee and the successors and assigns of the Trustee. (g) Amendments. This Agreement may be modified or amended only by a written agreement executed by the Trustee, the Town, and each owner of that portion of the Property to be affected by such amendment and recorded in the Real Property Records of Tarrant County, Texas. (h) Severability; No Waiver. If any provision of this Agreement is held invalid or unenforceable, no other provision of this Agreement will be affected by such holding and all other provisions of this Agreement will continue in full force and effect. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this Agreement will not be deemed a waiver of such requirement or of any other provision, and such Party may at any time thereafter insist upon strict performance of any and all of the provisions of this Agreement. (i) Notices. Any notice, communication or disbursement required to be given or made hereunder shall be in writing and shall be given or made by facsimile, hand delivery, overnight courier, or by United States mail, certified or registered mail, return receipt requested, postage prepaid, at the addresses set forth below or at such other addresses as any be specified in writing by any Party hereto to the other parties hereto. Each notice which shall be mailed or delivered in the manner described above shall be deemed sufficiently given, served, sent and received for all purpose at such time as it is received by the addressee (with return receipt, the delivery receipt or the affidavit of messenger being deemed conclusive evidence of such receipt) at the following addresses: To the Town: Attn: Thomas Brymer Town Manager 3 Village Circle, Suite 202 Westlake, Texas 76262 FAX: 817.430.1812 With a copy to: Attn: L. Stanton Lowry Town Attorney Boyle & Lowry, L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062 FAX: 972.650.7105 To the Developer: Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 FAX: 817.391.2501 With a copy to: Miklos Law, PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 E-mail: robertgmiklosle ag l.com If to the Trustee: U.S. Bank National Association 13737 Noel Road, Suite 800 Dallas, Texas 75240 Attn: Corporate Trust Services Fax: (972) 581-1660 If to the Lender: 0) Third Party Beneficiaries. The provisions of this Agreement are and will be for the benefit of the Parties, the Trustee and the holders of the Bonds only and are not for the benefit of any other third party and, accordingly, no other third party shall have the right to enforce the provisions of this Agreement. (k) Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. (1) Further Assurances. The Parties agree to take all further action and execute and deliver to the Town such additional documents as may be necessary or as the Town may reasonably request to carry out the purposes of this Agreement. (m) Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed by, and construed in accordance with the laws of the State of Texas (without giving effect to the principles thereof relating to conflicts of law). (i) Exhibits. The following exhibits are attached to and incorporated into this Agreement for all purposes: Exhibit "A" — Description of the Property Exhibit "B" — Form of Agricultural Use Waiver Exhibit "C" — Form of Release From Agreement Exhibit "D" — Acknowledgment of Assumption of Waiver of Right of Redemption [Signature pages follow] IN WITNESS WHEREOF, the parties have executed this Agreement as of this January 15, 2015. AT EST: Name: Kelly dwards Title: Town Secretary FO Name: L. Stanto+4�bw Title: Town Attorney TOWN OF WESTLAKE By: X�� Name: Laura Wheat Title: Mayor Town signature page to Redemption Agreement DEVELOPER MAGUIRE PARTNERS-SOLANA LAND, L.P. By: MMM Ventures, LLC, its general partner By: 2M Ventures, LLC, its manager By: Mehrdad Moayedi, Manager STATE OF TEXAS ) COUNTY OF\��l'O1 This instrument was acknowledged before me on the l day o, 2014, by Mehrdad Moayedi in his capacity as Manager of MMM Ventures, LLC,4its��capacit as general partner of Maguire Partners -Solana Land, L.P., (the "General Partner") known to be the person whose name is subscribed to the foregoing instrument, and that he executed the same on behalf of and as the act of the General Partner of Maguire Partners -Solana Land, L.P. Notary Public, State of Texas My Commission Ex ' e -...... -� ^ LAURA L WAYLAY n \1 idly Commission Expires ��ddly-14, 9016 U.S. BANK, NATIONAL ASSO Trustee By:. Authorized Officer Israel Lugo, Vice President THE STATE OF TEXAS COUNTY OF DALLAS BEFORE ME, the undersigned authority, on this day personally appeared the foregoing individual, known to me to be the person and officer whose true and genuine signature was subscribed to the foregoing instrument in my presence. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this nil 2015. & �'L Q� Navcc' Notary Public, t exas [NOTARY SEAL] BECKY JEAN CROWE State of Texas 0`4,. sem• Notary Public, My Commission Expires gprii 20, 2015 EXHIBIT A (Property Description and Depiction) LEGAL DESCRIPTION 85.90 Acres BEING a tract of land situated in the C.M. Throop Survey, Abstract No. 1510, the W. Medlin Survey, Abstract No. 1958, the William Pea Survey, Abstract No. 1246 and the Joseph Henry Survey, Abstract No. 742, Tarrant County, Texas and being a portion of Tract 2 as described in the Special Warranty Deed to MAGUIRE PARTNERS — SOLANA LAND, L.P. as recorded in Volume 16858, Page 176 of the Deed Records of Tarrant County, Texas and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod found with "Huitt-Zollars" cap at the southwest corner of Lot 2, Block 1, Westlake/Southlake Park Addition No. 1, an addition to the Town of Westlake, Texas as recorded in Volume 388-214, Page 78 of the Plat Records of Tarrant County, Texas, being on the northeasterly right-of-way line of Kirkwood Boulevard, a variable width right-of- way as dedicated by said Westlake/Southlake Park Addition No. 1 and being the beginning of a non -tangent curve to the left having a central angle of 9 degrees 13 minutes 11 seconds, a radius of 1428.00 feet and being subtended by a chord which bears North 47 degrees 49 minutes 50 seconds West a distance of 229.54 feet; THENCE along the northeasterly right-of-way line of Kirkwood Boulevard, a variable with right-of-way, as described in Dedication Deed to the Town of Westlake as recorded under instrument No. D208427746, Deed Records of Tarrant County, Texas the following: Along said curve to the left an arc distance of 229.79 feet to a 1/2 inch rod found with Graham cap at the end of said curve; North 52 degrees 30 minutes 14 seconds west a distance of 32.60 feet to 1/2 inch iron rod found with Graham cup beginning of a curve to the right having a central angle of 18 degrees 54 minutes 48 seconds, a radius of 612.00 feet and being subtended by a chord which bears North 43 degrees 02 minutes 03 seconds West a distance of 201.11 feet; Along said curve to the right an arc distance of 202.02 feet to a11/2 inch iron rod found with Graham cap at the beginning of a compound curve to the right having a central angle of 24 degrees 06 minutes 47 seconds, a radius of 812.00 feet and being subtended by a chord which bears North 21 degrees 32 minutes 03 seconds West a distance of 339.22 feet; Along said curve to the right an are distance of 341.73 feet to a 1/2 inch iron rod found with Graham cap at the end of a said curve; North 09 degrees 28 minutes 39 seconds West a distance of 132.24 feet to a 1/2 inch iron rod found with Graham cap at the beginning of a curve to the left having a central angle of 45 degrees 43 minutes 19 seconds, a radius of 708.00 feet and being subtended by a chord which bears North 32 degrees 20 minutes 19 seconds West a distance of 550.11 feet; Along said curve to the left an arc distance of 564.98 feet to a'I/2 inch iron rod found with Graham cap at the end of said curve; North 55 degrees 11 minutes 58 seconds West a distance of 190.50 feet to a 1/2 inch iron rod found with Graham cap; North 08 degrees 56 minutes 27 seconds West a distance off 21.41 feet to a I/2 inch iron rod found with Graham cap on the easterly right-of-way line of Precinct Line Road, a variable width right-of-way, as described in Dedication Deed to Town of Westlake as recorded under Instrument No. D208427746, Deed Records of Tarrant County, Texas and being the beginning of a non -tangent curve to the left having a central angle of 16 degrees 09 minutes 21 seconds, a radius of 1,432.50 feet and being subtended by a chord which bears North 27 degrees 07 minutes 42 seconds East a distance of 402.59 feet; THENCE along the easterly right-of-way line of Precinct Line Road, the following; Along said curve to the left an arc distance of 403.92 feet to a 1/2 inch iron rod found with Graham cap at the end of said curve; North 18 degrees 47 minutes 24 seconds East a distance of 185.36 feet to a 1/2 inch iron rod found with Graham cap; North 17 degrees 03 minutes 03 seconds East a distance of 322.64 feet to a 1/2 inch iron rod found on the southerly right-of-way line of State Highway 114 (a variable width ROW); THENCE along the southerly right-of-way line of State Highway 114, the following; North 60 degrees 06 minutes 26 seconds East a distance of 44.54 feet to a Texas Department of Transportation brass disk in concrete found; South 71 degrees 03 minutes 32 seconds East a distance of 254.55 feet to a point for corner from which a Texas Department of Transportation brass disk in concrete found bears North 10 degrees 48 minutes 28 seconds West a distance of 0.43 feet; South 77 degrees 26 minutes 06 seconds East a distance of 746.74 feet to a Texas Department of Transportation brass disk in concrete found; South 71 degrees 03 minutes 31 seconds East a distance of 1443.85 feet to a Texas Department of Transportation brass disk in concrete found; South 62 degrees 34 minutes 19 seconds East a distance of 404.34 feet to a Texas Department of Transportation brass disk in concrete found at the beginning of a curve to the right having a central angle of 08 degrees 19 minutes 09 seconds, a radius of 2,709.79 feet and being subtended by a chord which bears South 58 degrees 24 minutes 45 seconds East a distance of 393.11 feet; Along said curve to the right an arc distance of 393.45 feet to a Texas Department of Transportation brass disk in concrete found; South 54 degrees 15 minutes 11 seconds East a distance of 399.24 feet to a Texas Department of Transportation brass disk in concrete found; South 64 degrees 19 minutes 50 seconds East a distance of 56.55 feet to a 5/8 inch iron rod found with "Huitt-Zollars" cap at the beginning of a non -tangent curve to the right having a central angle of 02 degrees 13 minutes 56 seconds, a radius of 2,754.79 feet and being subtended by a chord which bears South 43 degrees 17 minutes 37 seconds East a distance of 107.32 feet; Along said curve to the right n arc distance of 107.33 feet to a 1/2 inch rod found with "Huitt-Zollars" cap for the northeast corner of Lot 1, Block 1, of the aforementioned Westlake/Southlake Park Addition No. 1; THENCE departing the southerly right-of-way line of State Highway 114, North 90 degrees 00 minutes 00 seconds west along the north line of said Lot 1, Block 1, a distance of 2,132.54 feet to a 5/8 inch iron rod with "Carter -Burgess" cap found for the northwest corner of said Lot 2, Block 1, Westlake/Southlake Park Addition No. 1; THENCE South 52 degrees 00 minutes 00 seconds West along the northwesterly line said Lot 2, Block 1, a distance of 1000.00 feet to a 5/8 inch iron rod with "Carter & Burgess" cap found at an angle point in the west line of Lot 2, Block 1; THENCE along the west line of said Lot 2, Block 1, South 00 degrees 00 minutes 00 seconds East a distance of 168.55 feet to the POINT OF BEGINNING and containing 85.90 acres of land, more or less. Exhibit "B" WAIVER OF SPECIAL APPRAISAL THE STATE OF TEXAS § KNOW EVERYONE BY THESE PRESENTS: COUNTY OF THAT this Waiver of Special Appraisal (this "Waiver") is made and entered into as of the day of , 20, for the benefit of the Town of Westlake, Texas (the "Town") and U.S. Bank National Association (as "Trustee"), by ("Landowner," whether one or more), owner of the property described on Schedule 1 hereto (the "Property"), which Property is located within the Solana Public Improvement District (the "District"), a public improvement district of the Town, pursuant to Texas Tax Code Ann. §23.20. RECITALS A. The Town has the right to levy special assessments on land located within the District pursuant to a separate ordinance enacted by the Town Council of the Town, which assessments are intended to provide for the financing of certain improvements for the benefit of the District (the "Authorized Improvements"). B. The purpose of the Town in selling its special assessments revenue bonds (the "Bonds") is to provide, among other things, financing for certain improvements to serve the District (the "Facilities"). C. In furtherance of this purpose, the Town has agreed to reimburse Landowner for payments made for certain Authorized Improvements, subject to the execution and delivery by Landowner of this Waiver. D. Landowner acknowledges that the election by Landowner to claim agricultural use exemptions or valuations arising under Section 34.21 of the Texas Tax Code, as amended (collectively, the "Exemptions"), but not including any residential homestead exemption, for the Property would be detrimental to the property valuation base and may significantly impair the ability of the Town to meet its debt obligations for the Bonds. MMIMMM Section 1. Waiver of Exemptions. Landowner, on behalf of itself, its successors and assigns, (i) irrevocably waives its right to claim any of the Exemptions with respect to the Property for a period of thirty (3 0) years beginning on the date this Waiver is received by the Tarrant County Tax Assessor/Collector; (ii) authorizes the Town and/or the Trustee to file this Waiver with the Chief Appraiser of the Tarrant County Appraisal District, or its successor, in accordance with the terms of the Agreement Regarding Conveyance of Right of Redemption and Waiver of Agricultural Valuation — Solana PID having an effective date of January 15, 2015; and (iii) covenants that it will not make any claim for a special appraisal except on written authorization of the Trustee. Landowner acknowledges that it may have the right under Article 8 of the Texas Constitution to assert some or all of the Exemptions which it is waiving herein, and agrees that it shall be estopped from claiming such Exemptions for so long as this Waiver shall remain in effect; provided, however, it is expressly acknowledged and agreed by Landowner that mechanisms for single family residences now available or to be made available by any change in Texas laws for the reduction of ad valorem tax liability or of valuation for the purposes of ad valorem taxes or other assessments with respect to real property, such as exemptions for homesteads, disabled veterans, and elderly homesteads, are not included in the definition of Exemptions and are expressly allowed, to the extent such exemptions would be otherwise available, with respect to the Property. Section 2. Disclosures of Lienholders. Lienholder represents and warrants that is the only lienholder on the Property. Section 3. Reliance on Waiver. Landowner or its predecessor in interest has induced the Town into issuing bonds based, in significant part, on the covenants hereunder and the Town has agreed to issue such bonds in reliance upon such covenants. Section 4. Covenants to Run with Land. The terms and provisions hereof shall be deemed to be restrictive covenants encumbering and running with the Property and shall be binding upon the Landowner and its successors and assigns. In particular, each successive purchaser of the Property shall, upon purchase thereof (or any portion thereof), waive its right to claim any of the Exemptions with respect to the Property (or such portion thereof) for so long as this Waiver shall remain in effect. Section 5. Enforceability. The covenants and restrictions binding the Property hereunder shall be enforceable only by the Town, the Trustee and their respective successors and assigns. This Waiver is for the sole benefit of the parties hereto, and of the Trustee, and no other third party is intended to be a beneficiary of this Waiver. Section 6. Termination. This Waiver shall continue in full force and effect until the earlier to occur of the following: (i) thirty (30) years; or (ii) such time as the Trustee approves a revocation in writing. Section 7. Severability. Every provision of this Waiver is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable to the maximum extent permitted by law, it being the intent of the parties hereto to give full force and effect to the agreements made hereunder to the maximum extent permitted by law. Section 8. Headings. The Section headings are included in this Waiver for convenience and reference only, and shall not be deemed to affect the substantive provisions of this Waiver. Section 9. Remedies. If Landowner breaches its obligations hereunder, the Trustee or the Town (on behalf of the Trustee), in addition to all other remedies set forth herein or otherwise available at law or in equity, shall be entitled to recover from Landowner the amount of assessments that would have been due to the Town had Landowner complied with this Waiver. Such payment will be due and payable, and will incur penalties and charges under the same terms as if the payment had been an assessment obligation of Landowner to Town. [EXECUTION PAGES FOLLOW] IN WITNESS WHEREOF, the parties hereto have executed this Waiver in one or more counterparts, each of which shall be of equal dignity, as of the date and year set forth in the acknowledgements below, to be effective for all purposes as of the date first set forth above. LANDOWNER: THE STATE OF § COUNTY OF § This instrument was acknowledged before me on this day of , the of behalf of said entity. Notary Public, State of 20, by on CONSENT OF LIENHOLDER ("Lienholder"), being a lienholder on the Property, hereby consents to this Waiver of Special Appraisal (the "Waiver") and accepts and agrees to the terms and provisions of this Waiver; provided that Lienholder is provided notice and an opportunity to cure pursuant to Section 4 of the Agreement Regarding Conveyance of Right of Redemption and Waiver of Agricultural Valuation — Solana PID. LIENHOLDER: By: Name: Title: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of by_ ,the of behalf of said entity. Notary Public, State of After recording, return to: * Attached description of the Property as Schedule 1 prior to executing. 20_, , on Exhibit "C" RELEASE OF REDEMPTION AGREEMENT THE STATE OF TEXAS § KNOW EVERYONE BY THESE PRESENTS: COUNTY OF WHEREAS, the land described in the attached Exhibit "A" (the "Property") is located within the Solana Public Improvement District (the "District"); WHEREAS, is the owner of the Property ("Owner"); WHEREAS, the Property is subject to the terms of the Agreement Regarding Conveyance of Right of Redemption And Waiver of Agricultural Valuation — Solana PID with an effective date of January 15, 2015, and recorded in Document No. , Official Public Records of Tarrant County, Texas ("Redemption Agreement"); WHEREAS, the Town of Westlake and the Trustee are parties to the Redemption Agreement; WHEREAS, pursuant to the Redemption Agreement certain Tax Redemption Rights to redeem the Property under the Texas Tax Code (as described in the Redemption Agreement) were conveyed to the Trustee (defined below); WHEREAS, the U.S. Bank National Association is the Trustee, as defined in the Redemption Agreement (the "Trustee"); WHEREAS, pursuant to Section 4 of the Redemption Agreement, the Trustee is authorized to deliver a Waiver of Agricultural Use to the appropriate Tax Assessor/Collector office in the event that delinquent ad valorem taxes or Special Assessments are owed on the Property; WHEREAS, pursuant to Section 2 of the Redemption Agreement, the Town and the Trustee are authorized to release property from the terms of the Redemption Agreement; and WHEREAS, the Town and the Trustee have determined that the Property should be released from the terms of the Redemption Agreement; NOW, THEREFORE, for and in consideration of the above stated premises, and for other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged by the Town of Westlake and the Trustee, the Town of Westlake and the Trustee do hereby forever release and discharge the Property from all terms, restrictions, covenants and conditions of the Redemption Agreement in its entirety, and release any and all rights that the Town of Westlake and the Trustee had, have or may have by virtue of the Redemption Agreement. In no event shall this release have any impact on land within the District other than the Property described in the attached Exhibit "A". Trustee has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does hereby GRANT, BARGAIN, SELL, and CONVEY, unto Owner all rights that Trustee and its successors and assigns now have or in the future may have in equity, or under common law, statutory law, the Constitution of the State of Texas or otherwise in the "Tax Redemption Rights," as defined in the Redemption Agreement with respect to the Property described in the attached Exhibit "A". TO HAVE AND TO HOLD the Tax Redemption Rights in the Property, described in the attached Exhibit "A", belonging in any way to Trustee, unto the Owner, its successors and assigns, forever, and Trustee does hereby bind itself and its respective successors and assigns, to WARRANT AND FOREVER DEFEND all and singular, the Tax Redemption Rights in the Property, described in the attached Exhibit "A", unto the Owner, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof by, through, or under Trustee, but not otherwise. [SIGNATURE PAGE FOLLOWS] WITNESS THE EXECUTION HEREOF this the day of , 20_ Town of Westlake THE STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on , 20, by , the of the Town of Westlake, Texas, a home rule Town and Texas municipal corporation, on behalf of said Town and municipal corporation. Notary Public, State of Texas WITNESS THE EXECUTION HEREOF this the day of , 20 U.S. Bank National Association, as Trustee By: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of 20_, by , of U.S. Bank National Association, on behalf of said entity. Notary Public, State of * Attached description of the Land as Exhibit A prior to recording. After Recording Mail to: EXHIBIT "D" Westlake Request to Trustee Dear Trustee, In accordance with the Agreement Regarding Conveyance of Right of Redemption and Waiver of Agricultural Valuation — Solana PID, the Town of Westlake requests that funds in the amount of $ be released from the Developer Property Tax Reserve Fund, authorized in section 4(b)(i), in order to satisfy past due or delinquent taxes, penalties, and additional fees. Please remit payment as soon as possible. This amount has been determined by the Town based on information received from as attached to this request (the "Certificate of Delinquent Taxes.") Such funds listed above shall be deposited as follows: Payee: Amount to be Transferred: Address: Transfer Instructions and Location: (e.g. Account Number) TOWN OF WESTLAKE 12 Name: Title: Date: EXHIBIT "E" ACKNOWLEDGMENT OF ASSUMPTION AND CONVEYANCE OF RIGHT OF REDEMPTION This Acknowledgment of Assumption and Conveyance of Right of Redemption (this "Acknowledgment and Agreement") is entered into effective , 20_ by , a (whether one or more, the `Bum) in favor of the Town of Westlake, Texas (the "Town") and the Trustee, as such term is defined in the Redemption Agreement (defined below). RECITALS A. WHEREAS, Buyer has purchased and acquired certain land described on Exhibit A attached hereto (the "Land"); and B. WHEREAS, the Land is subject to that certain Agreement Regarding Conveyance of Right of Redemption and Wavier of Agricultural Valuation, dated on or about January 15, 2015 (the "Redemption Agreement"); and C. WHEREAS, pursuant to a the requirements of the Redemption Agreement, it is a condition to the acquisition of the Land that the Buyer execute this Acknowledgment and Agreement and record same in the Real Property Records of Tarrant County, Texas; and D. WHEREAS, the purchase price paid by Buyer for the Property was calculated and determined, in part, based upon the benefits and restrictions applicable to the Land and arising in connection with the Redemption Agreement and the other agreements executed in connection therewith and the requirement that Buyer execute this Acknowledgment and Agreement. NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby represents, warrants and agrees as follows: 1. Buyer acknowledges that the Redemption Agreement continues to affect the Land, and that Buyer has assumed, and Buyer hereby does assume and agree to perform, the obligations of the Developer (as such term is defined in the Redemption Agreement) under the Redemption Agreement with respect to the Land. 2. Buyer hereby grants, sells, conveys and assigns to the Trustee all rights Buyer and its successors and assigns now have or in the future may have in equity, pursuant to statute, the Constitution of the State of Texas or otherwise to redeem, repurchase or reacquire, following any foreclosure of a tax lien or sale, transfer or conveyance in connection with a tax sale, any portion of the Land that constitutes Exempt Property (as defined in the Redemption Agreement), including, without limitation, any and all rights arising under Section 34.21 of the Texas Tax Code, as amended but excluding any redemption rights arising out of the homestead status of the Property. In the event that the foregoing conveyance is not effective, Buyer hereby absolutely, unconditionally and irrevocably waives, releases, relinquishes and surrenders forever, on behalf of itself and its successors and assigns, and agrees not to assert or exercise any and all rights it now has or in the future may have in equity, pursuant to statute, the Constitution of the State of Texas or otherwise to redeem, repurchase or reacquire, following any foreclosure of a tax lien or sale, transfer or conveyance in connection with a tax sale, any portion of the Land that constitutes Exempt Property, including, without limitation, any and all rights arising under Section 34.21 of the Texas Tax Code, as amended. 3. Concurrently with the execution and delivery of this Acknowledgment and Agreement, Buyer has executed and has delivered (or will promptly deliver) to the Trustee to be held in escrow a Agricultural Use Waiver (as defined in the Redemption Agreement) in the form attached as Exhibit B to the Redemption Agreement waiving any agricultural use valuation and any right to special appraisal arising based on agricultural use with respect to the Land. Such agreement shall be held in, and released from, escrow in accordance with the provisions of Section 4 of the Redemption Agreement. EXECUTED to be effective as of the date first above written. [SIGNATURE PAGES FOLLOW] I RIAIJ 11.E THE STATE OF TEXAS COUNTY OF This document was acknowledged before me on , 20, by , the of a , on behalf of said entity. Notary Public in and for the State of TEXAS Attached description of the Land as Exhibit A prior to recording.