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: F5C73C42-8DB04400-9F23-71E5885223C0 and not in limitation, the obligations to secure Maxwell's approval of the plans and specifications of its internal facilities and to convey them to Maxwell and the timely payment of all required fees at the time or times as required in the tariff. In addition, Maxwell's obligation to serve the Residential Area pursuant to this Settlement Agreement shall terminate for any portion of the Residential Area for which a plat has not been recorded within ten (10) years of the effective date of this Settlement Agreement. However, the foregoing shall not prohibit Developer from re -applying for service to any such affected areas subject to available capacity and the then current terms and conditions of Maxwell's tariff. e. Maxwell shall amend its tariff within sixty days of the Effective Date of this Settlement Agreement (the "Charge Limitation Deadline") to incorporate the Charge Limitation pursuant to all applicable legal requirements including without limitation all applicable provisions of the Texas Public Utility Commission (the "PUC") rules, including, by way of example and not in limitation, the applicable provisions of P.U.C. Sub. R. 24.41(g) and (I). E The Parties agree that $314,609.00 is the minimum amount of compensation Maxwell should receive for the Decertified Area. The Parties further agree that the money received by Maxwell from the Up -Front Charges authorized above for service to the Residential Area is intended to compensate Maxwell for the decertification of the remainder of the Decertified Area from Maxwell's CCN, not including the Residential Area and any existing Maxwell facilities and improvements located on or adjacent to or necessary for service to the Decertified Area, including the Residential Area. Accordingly, except for the Reimbursement required by GLO, Maxwell hereby RELEASES, ACQUITS, AND FOREVER DISCHARGES Developer, NOB, Yarrington, Texas Realty Retail Partners, Inc., and GLO from any obligation either may have to provide compensation for the Decertified Area under Section 13.254 of the Texas Water Code or P.U.C. Sub. R. 24.113 or other applicable law. However, because development of the Residential Area has yet to occur, Maxwell does not release the City from its obligation to provide compensation to Maxwell under the Settlement Agreement, Sections 13.254 or 13.255 of the Texas Water Code or P.U.C. Sub. R. 24.113 or 24.110 or other applicable law, unless and until the minimum amount of $314,609.00 in Up -Front Charges are received by Maxwell from the Residential Area. Maxwell agrees to defer this compensation as provided below. g. The amount of compensation the City may be required to pay Maxwell will be determined by subtracting from $314,609.00 the total amount of Up -Front Charges Maxwell has received from the Residential Area by the tenth anniversary of the Effective Date ("Compensation"), provided that the amount of compensation will never be less than $314,609.00. Notwithstanding the foregoing, the Parties agree that the said amount of $314,609.00 shall increase beginning on the first day of the sixth year at a rate of 2.5% of the outstanding balance compounded annually. Within thirty (30) days after the end of each anniversary of the Effective Date, and for so long as the minimum amount of $314,609.00 has not been received by Maxwell from the Residential Area, Maxwell shall provide a report to the City and Developer that reflects the total Up -Front Charges received by Maxwell from the Residential Area. Developer shall also provide a report to the City regarding the total Up -Front M