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f ~ <br /> STATE OF TEXAS <br /> COUNTY OF HAYS <br /> <br />e,k Vol F's <br />il~,t72441` DF'F: ?44it •`_~7E <br />MASTER.DEVELOPMENT AGREEMENT <br />This Master Development Agreement ("Agreement") is entered into as of March 6, 2006 <br />(the "Effective Date") by and between the City of San Marcos, Texas, a municipal corporation <br />(including its permitted successors and assigns, "City") and JQH -San Marcos Development, <br />LLC, a Missouri limited liability company ("JQH"). The City and JQH are sometimes referred <br />to collectively as the "Parties". <br />RECITALS <br />WHEREAS, JQH is the owner of that certain real property more particulazly described <br />on Exhibit "A" attached hereto and incorporated herein for all purposes (the "Hotel Site"); <br />WHEREAS, City is the owner of the real property more particularly described on <br />Exhibit "B" attached hereto and incorporated herein for all purposes (the "Conference Center <br />Site"); <br />WHEREAS, the City and JQH aze desirous of constructing and operating a hotel and <br />conference center project on their respective property all as more particularly contemplated by <br />the terms of this Agreement with JQH constructing the Hotel (as defined herein) on the Hotel <br />Site and the City constructing the Conference Center (as defined herein) on the Conference <br />Center Site; <br />WHEREAS, the City will own the Conference Center and will lease the Conference <br />Center to JQH pursuant to the terms of the Lease (as defined below); <br />NOW THEREFORE, in consideration of the foregoing and the mutual promises <br />contained herein, and other valuable consideration the sufficiency and receipt of which are <br />hereby acknowledged, the Parties agree as follows: <br />ARTICLE I <br />PROJECT OVERVIEW AND DEFIMTIONS <br />1.1. Proiect Overview. <br />1.1.1. General. This Agreement, together with the Related Agreements <br />(defined below), outlines the Parties' respective rights and obligations regarding the <br />design, construction, development, ownership, use, and maintenance of an integrated <br />Hotel and Conference Center project, including all ancillary improvements necessary for <br />same (sometimes known collectively as the "Project"). <br />1.2. Definitions. As used herein the following terms are defined as set out below: <br />1.2.1. An "Event of Bankruptcy or Insolvency" means the dissolution or <br />termination of a party's existence as a going business, insolvency, appointment of receiver <br />803273.4 <br />