Ord 2013-053/C&G Development for Voluntary Annexation and annexing for full purposes a 45.02 acre tract of land

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has agreed to construct the Lift Station and certain other infrastructure relating to the Project, subject to the terms of the Construction Agreement. Now, THEREFORE, for and in consideration of the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, C&G and Horton agree as follows: 1. Assignment. C&G hereby assigns and transfers to Horton all of C&G's right, title, interest, and obligations in, to, and under the Participation Agreement, and Horton hereby agrees to and does accept this assignment and in addition expressly assumes and agrees to timely keep, perform, and fulfill all the terms, covenants, conditions and obligations required to be kept, performed, and fulfilled by C&G as the Developer under the Participation Agreement arising on and after the date of this Assignment, including the construction of all improvements as set forth therein. Horton does not assume any obligations or liabilities of C&G arising before the date of this Assignment, including without limitation any indemnity obligations, or C&G's responsibility for its pro rata share of the costs related to the Lift Station and the Electric Service Extension, as set forth in the Construction Agreement. This assignment and assumption does not alter or amend the respective rights, duties, and obligations of C&G and Horton ender the Construction Agreement, and in the event of a conflict between this Assignment and the Construction Agreement, the Construction Agreement will control. 2. Developer Participation; Lift Station Reimbursement. C&G and Horton have agreed that the Developer Participation will be shared by C&G and Horton as set forth in the Construction Agreement. C&G and Horton acknowledge and confirm that pursuant to the separate Partial Assignment of Reimbursement Rights Under Development Agreement executed by C&G and Horton C&G assigned to Horton 56% of the Lift Station Reimbursement. 3. No Prior Assignment or Defanit; Additional Documents. C&G hereby represents and warrants to Horton that C&G has not previously assigned the Participation Agreement or any reimbursement rights thereunder to any third party. C&G represents and warrants to Horton that C&G is not in default under the Participation Agreement and that the Participation Agreement is in full force and effect. C&G agrees to execute any additional documents which may be reasonably requested by Horton in order to allow Horton to assume the Participation Agreement and to obtain all rights of Developer thereunder. 4. Payment of City Lift Station Reimbursement. C&G and Horton hereby request that the City pay the Lift Station Reimbursement to Corridor Title, LLC, escrow agent for C&G and Horton under the Construction Agreement, at the following address: Corridor Title, LLC Attn: Theresa Ruiz 133 W. San Antonio Street, Suite 100 San Marcos, Texas 78666 5. Notices. Any notice or other cornmunication given under this Assignment must be in writing and may be given or served: (i) by depositing it in the United States Mail, postage paid, certified, and addressed to the party to be notified with return receipt requested; or (ii) by delivering it to the party, or an agent of the party. Notice deposited in the mail in the manner specified will be effective three days after such deposit. Notice given in any other manner will be effective only if and when received by the party to be notified. For the purposes of notice, the addresses of the parties will, until changed as provided below, be as set forth on signature pages hereto. The parties may change their respective addresses for purposes of notice by giving at least five days written notice of the new address to the other party. ASSIGNMENT AND AssumM ION OF DEVELOPER PART[C[PATION Ac;REEMFNT Page 2 Vista de los Santos 9761452v.2