Res 2015-098/approving a Settlement Agreement by and among Maxwell Water Supply Corporation, the State of Texas (General Land Office), Yarrington Partners, Ltd, Whisper Master Community, L.P., and the City of San Marcos, Texas

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DocuSign Envelope ID: F5C73C42-813130-4400-9F23-71 E5885223CO SETTLEMENT AGREEMENT This Settlement Agreement ("Settlement Agreement"), effective as of the last date of signing as indicated on the signature page ("Effective Date"), is entered into by and among Maxwell Water Supply Corporation ("Maxwell"); State of Texas, acting by and through George P. Bush, Commissioner of the Texas General Land Office ("GLO") for use and benefit of Permanent School Fund; N.O.B. 216 Holdings, Ltd. ("NOB"); Yarrington Partners, Ltd. ("Yarringion"); Whisper Master Community, L.P. as successor -in -interest to Texas Realty Retail Partners, Inc. ( "Developer'); and the City of San Marcos, Texas ("City"). The parties to this Settlement Agreement may be referred to singularly as a Party or collectively as Parties. I. RECITALS WHEREAS, GLO owns 504.853 acres of real property located in Hays County, Texas more particularly described on Exhibit A ("GLO Tract"); WHEREAS, NOB owns 216.30 acres of real property located in Hays County, Texas more particularly described on Exhibit B ("NOB Tract'); WHEREAS, Yarrington owns 201.496 acres of real property located in Hays County, Texas more particularly described on Exhibit C ("Yarrington Tract"); WHEREAS, the GLO Tract, NOB Tract, and Yarrington Tract are collectively referred to as the "Decertified Area." which Decertified Area was located within the certificate of convenience and necessity ("CCN") for retail water service held by Maxwell in an area in Hays County located east of IH -35 near and within the City; WHEREAS, GLO, NOB, and Yarrington each filed petitions with the Texas Commission on Environmental Quality ("TCEQ") to decertify their respective tracts of land within the Decertified Area from Maxwell's CCN pursuant to Texas Water Code § 13.254(a-5); WHEREAS, the Executive Director of the TCEQ granted the decertification petitions in three separate orders, and Maxwell filed lawsuits against the TCEQ appealing those orders in Travis County district court, which appeals remain pending in the following three causes: Cause No. D -1 -GN -13-003767, Maxwell Water Supply Corp. v. TCEQ v. Texas General Land Office, Intervenor, in the 201st Judicial District, Travis County, Texas; Cause No. D -1 -GN -13-003768, Maxwell Water Supply Corp. v. TCEQ, in the 250th Judicial District, Travis County, Texas; Cause No. D -1 -GN -13-003771, Maxwell Water Supply Corp. v. TCEQ, in the 353rd Judicial District, Travis County, Texas (collectively, the "Litigation);_" WHEREAS, Developer intends to develop some or all of the Decertified Area for residential and commercial use in a development project referred to as Whisper Texas, which is more particularly described on Exhibit D (the "Development"), and GLO intends to sell the GLO Tract to Developer for that purpose;