Res 2021-246 approving a Development Agreement with HK Baugh Ranch, LLC, HK Riley’s Pointe, LLC, and Benchmark Acquisitions, LLC, to regulate the annexation and future development of approximately 1,142 acres of land

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OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. Venue will be in a court of appropriate jurisdiction in the Hays County,Texas. Section 11.10Attorneys' Fees and Court Costs. In the event that any matter relating to this Agreement results in the institution of legal proceedings by any Party to this Agreement, the prevailing Party in such proceeding shall be entitled to recover all costs and expenses incurred by it in connection with such proceedings, including, without limitation, reasonable court costs and attorneys' fees. Section 11.11 Entire Agreement. This Agreement,including all attachments and exhibits hereto, contains the entire agreement of the Parties. With the exception of the Consent Agreements, Strategic Partnership Agreements, and Utility Agreements, there are no other agreements or promises, oral or written, among the Parties regarding the subject matter of this Agreement. This Agreement and the agreements between the Parties referenced in this Agreement supersede all prior agreements between the Parties concerning the subject matter of this Agreement. Section 11.12 Recitals Exhibits Headings, Construction and Counterparts. The recitals and all schedules and exhibits referenced in or attached to this Agreement are incorporated into and made a part of this Agreement for all purposes. The paragraph headings contained in this Agreement are for convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever appropriate, words of the masculine gender may include the feminine or neuter, and the singular may include the plural, and vice-versa. The Parties acknowledge that each of them has been actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting party will not be employed in interpreting this Agreement or any exhibits hereto. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which will together constitute the same instrument. Section 11.13 Time. Time is of the essence of this Agreement. In computing the number of days for purposes of this Agreement, all days will be counted, including Saturdays, Sundays, and legal holidays; however, if the final day of any time period falls on a Saturday,Sunday, or legal holiday, then the final day will be deemed to be the next day that is not a Saturday, Sunday, or legal holiday. Section 11.14Authority for Execution. The City certifies, represents, and warrants that the execution of this Agreement is duly authorized, and that this Agreement is adopted in conformity with its charter and City ordinances. Each Owner and Developer hereby certifies,represents,and warrants that the execution of this Agreement is duly authorized and adopted in conformity with its limited liability company agreement. Section 11.15 Authori of Owners. Any act of, and Notice and signature from, HK 21 960915_5