GUNERI EST. 1901 105 N. 4th Street, P.O. Box 349 Gunter, TX 75058-0349 903-433-5185 Fax: 903-433-8039 AGENDA Gunter City Council Special Meeting Tuesday, April 29, 2025 6:00 p.m. Pursuant to Chapter 551 ofthe Texas Government Code, notice is hereby given ofa Special Meeting of the City Council of the City of Gunter, Texas to be held on April 29, 2025, at 6:00 p.m., in the Gunter Public Safety Building, located at 105 N. 4th Street, Gunter, Texas, at which time the following will be discussed and considered: Pursuant to Section 551.127, Texas Government Code, one or more Councilmembers or employees may attend this meeting remotely using videoconferencing technology. The video and audio feed of the videoconferencing equipment can be viewed and heard by the public at the address posted above as the location of the meeting. Welcome to the City Council Meeting. Please sign the Sign-In-Sheet as a record of attendance. Ifyou wish to speak on an open-session agenda item, please fill out the Opinion/Speaker Registration Form and turn it in to the City Secretary before the meeting starts. A card to speak at a public hearing may be submitted any time before the public hearing is closed. CALL TO ORDER SPECIAL CITY COUNCIL MEETING [Mayor will call the meeting to order, establish a quorum ifl present, and declare notice is legally posted pursuant to the Open. Meetings Act. During the course ofthe meeting, members ofthe audience wishing to speak must be recognized by the Presiding Officer.) INVOCATION AND PLEDGE OF ALLEGIANCE AGENDA ITEM COMMENTS [The city council allows citizens to speak before an agenda item. Comments must be on topic. Citizens may address the Council for a maximum of three minutes. Comments shall be made from the podium. Please state your name and address for the record. The Open Meetings Act Section 551.007 allows, but does not require, the City Council members to respond.] SPECIAL AGENDA 1. Discuss, consider, and act upon a Development Agreement for a proposed master planned community including single-family, villas, multi-family and mixed use, by Platinum Ranch, LLC and MM Platinum West, LLC, and MM Platinum West LLC, on approximately 1,998 acers ofl land located within the corporate limits ofthe City of Gunter. 2. Discuss, consider, and act upon a Development Agreement Amendment with MM Taylor Ranch 469, LLC, on approximately 497.43 acres known as Palmer Lakes, located in City of Gunter ETJ and Grayson County. 3. COUNCIL BUSINESS EXECUTIVE SESSION Pursuant to Chapter 551, Texas Government Code, The Council will convene into executive session (closed meeting) to discuss the following: A. $ 551.071: Consultation with the City Attorney on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct ofthe State Bar ofTexas clearly conflicts with the Texas Open Meetings Act regarding pending or contemplated litigation; or a settlement offer re: a. BNSF Litigation RECONVENE TO OPEN SESSION In accordance with Texas Government Code, Chapter 551, the City Council will reconvene into Open Session to consider action, if any, on matters discussed in Executive Session. 4. Discuss, and take appropriate action on any Executive Session item. ADJOURN I, the undersigned authority, do hereby certify that the above Notice ofCity Council Meeting ofthe City ofGunter, Texas is a true and correct copy of said Notice and that I posted a true and correct copy of said Notice on the window of City Hall of said Gunter, Texas, a place convenient to the public, and said Notice was posted on or before April 24, 2025, at 6:00 p.m. and remained SO posted continuously for at least seventy-two hours immediately preceding the date of said meeting. Detra Gaines, City Secretary Ifc during the course ofthe meeting covered by this notice, the City Council should determine that a closed or executive meeting or session ofthe City Council or a consultation with the attorney for the City should be held ori is required, then such closed or executive meeting or session or consultation with attorey as authorized by the Texas Open Meetings Act, Texas Government Code 551.001 et. seq., will be held by the City Council at the date, hour and place given in this notice as the City Council may conveniently meet in such closed or executive meeting or session or consult with the attorney for the City concerning any and all subjects and for any and all purposes permitted by the Act, including, but not limited to, the following sections andj purposes: Texas Government Code Section: 551.071 Private consultation with the City's attorey on any item listed on the agenda or authorized by law. 551.072. For the purpose of discussing the purchase, exchange, lease or value of real property. 551.073 For the purpose of considering ai negotiated contract for aj prospective gift or donation. 551.074 For the purpose of considering the appointment, employment, evaluation, reassignment, duties, discipline or dismissal of a public officer or employee or tol hear complaints or charges against aj public officer or employee. 551.0761 To consider the deployment, specific occasions for implementation, ofsecurity personnel or devices. 551.084 For the purpose of excluding witnesses during examination of another witness. 551.087 For the purposes of considering economic development negotiations. Persons with disabilities who plan to attend this meeting and who may need assistance should contact Detra Gaines, City Secretary, at (903) 433- 5185 wo working days priort to the meeting so that appropriate arrangements can be made. E TIYI O CITY COUNCIL MEETING GUNERI April 29, 2025 EST. 1901 6:00 PM AGENDA ITEM #1 Discuss, consider, and act upon a Development Agreement for a proposed master planned community including single-family, villas, multi-family and mixed use, by Platinum Ranch, LLC and MM Platinum West, LLC, and MM Platinum West LLC, on approximately 1,998 acers of land located within the corporate limits of the City of Gunter. AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Eric Wilhite, Director of Planning & Development Courtney Morris, City Attorney FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments PLATINUM RANCH DEVELOPMENT AGREEMENT BETWEEN MM PLATINUM RANCH, LLC; MM PLATINUM EAST, LLC; MM PLATINUM WEST, LLC; CELINA GUNTER ECR TRACK-3, LLC; 4SQUARE ELMCREEK LP LLC; CROOKED CROSS GUNTER LP LLC; SILEO SILOS LLC; RSMI ELITE HOLDINGS LLC; POURING RAIN LLC; AVANI CC RANCH LP; GUNTER PLATINUM RANCH DNT LP LLC; 4SQR PLATINUM GUNTER LP LLC; MTAK PROPERTIES LLC; FRISCO PAIN CENTER, LLC; AND CR60 PLANTINUM RANCH LP LLC AND THE CITY OF GUNTER, TEXAS 2025 PLATINUM RANCH DEVELOPMENT AGREEMENT This Platinum Ranch Development Agreement (this "Agreement") is executed between MM PLATINUM RANCH, LLC, a Texas limited liability company, MM PLATINUM EAST, LLC, a Texas limited liability company, MM PLATINUM WEST,LLC, a Texas limited liability company, (collectively, the Developer"), and CELINA GUNTER ECR TRACK-3, LLC; 4SQUARE ELMCREEK LP LLC; CROOKED CROSS GUNTER LP LLC; SILEO SILOS LLC; RSMI ELITE HOLDINGS LLC; POURING RAIN LLC; AVANI CC RANCH LP; GUNTER PLATINUM RANCH DNT LP LLC; 4SQR PLATINUM GUNTER LP LLC; MTAK PROPERTIES LLC; FRISCO PAIN CENTER, LLC; AND CR60 PLANTINUM RANCHLPLLC (collectively, the "Mixed Use Owners")a and the CITY OF GUNTER, TEXAS (the "City") to be effective on the later of: (i) the date upon which the last of all ofthe Parties has approved and duly executed this Agreement, or (ii) the date upon which all of the Property (hereinafter defined), excluding the Tate Property, is acquired by Developer (the "Effective Date"). RECITALS WHEREAS, certain capitalized terms used herein are defined in Article I; and WHEREAS, the City is a Type A general law municipality ofthe state of Texas located within Grayson County (the "County"); and WHEREAS, the Developer and the City (which are sometimes individually referred to as a "Party" and collectively as the "Parties") desire to enter into this Agreement; and WHEREAS, Developer has, or intends to collectively acquire approximately 1,998 acres ofland located partially within the corporate limits ofthe City and wholly within Grayson County, Texas and is described by metes and bounds on Exhibit A and depicted in Exhibit A-1, (the "Property"); and WHEREAS, a portion of the Property has previously been acquired by Developer, or an affiliate of Developer, and subsequently sold to the Mixed Use Owners; and WHEREAS, a portion of the Property for which Developer is under contract contains approximately 75 acres and is described by metes and bounds on Exhibit A-2 and depicted in Exhibit A-3, (the "Tate Property"); and WHEREAS, the Developer intends to develop the Property as a mixed-use project consisting of single-family residential, multifamily residential, and commercial development, and as further described in this Agreement (the "Development");: and WHEREAS, the Parties intend for this Agreement to establish certain restrictions and to impose certain commitments in connection with the development of the Property and the use of TIRZ and PID funds; and WHEREAS, the Parties intend for the Property to be developed in a manner consistent with the City's zoning requirements, building material requirements and building code Platinum Ranch & Crooked Cross Development Agreement Page 2 requirements, except as otherwise provided herein, including in the Development Standards attached hereto as Exhibit B (the "Development Standards" ); and WHEREAS, the Parties intend that the Property will be developed in accordance with the concept plan attached hereto as Exhibit C (the "Concept Plan"), the Development Standards, the trails and open space plan attached herein as Exhibit D (the "Trails and Open Space Plan"), and the roadway and right of way plans attached herein as Exhibit E and Exhibit E-1, respectively; and WHEREAS, the Developer intends to construct and/or make financial contributions to certain onsite and/or offsite public improvements to serve the Development; and WHEREAS, in consideration of the Developer's agreements contained herein to develop the Property as envisioned by the Parties, and to incentivize the development of the Property, the City has agreed to waive the Impact Fees (hereinafter defined) for the development of the Property as specifically set forth in this Agreement; and WHEREAS, Mustang Special Utility District ("Mustang") holds the certificates of convenience and necessity (the "CCNS") to provide retail water and wastewater service to the Property, and the Parties intend for Mustang to provide retail water and wastewater service to the Property; and WHEREAS, subject to any cost participation undertaken by the Mustang for oversizing water or wastewater facilities inside the Property to serve surrounding properties, the Development will require Developer to build certain onsite infrastructure, including streets and roads; drainage; water, sanitary sewer, and other utility systems; parks, open space, landscaping, and trail systems; and dedicate land for all of the onsite public improvements (collectively, "Onsite Public Improvements");: and WHEREAS, the City has determined that full development of the Property as provided herein will promote local economic development within the City and will stimulate business and commercial activity within the City, which will drive infrastructure investment and job creation, and have a multiplier effect that increases the City's tax base; and WHEREAS, the Parties have determined that the Development will increase the amount of quality housing within the City; and WHEREAS, the Parties have determined that the financing of the Public Infrastructure necessary for the Development, can best be achieved by means of a Public Improvement District (a "PID"), described in Chapter 372, Texas Local Government Code, as amended, entitled the "Public Improvement District Assessment Act" (the "PID Act"); and WHEREAS, the Parties intend that the PID solely encompass the single family and villa portions of the Property (and/or the Tate Property, if the Tate Property is acquired by Developer) as depicted on the Concept Plan (the "PID Property"). Platinum Ranch & Crooked Cross Development Agreement Page3 WHEREAS, in consideration of the Developer's agreements contained herein, the City intends to provide financing arrangements under the PID Act for the PID Property that will enable the Developer, in accordance with the PID Act, to: (a) fund a specified portion oft the costs oft the Public Infrastructure using the proceeds of PID Bonds issued by the City; and/or (b) obtain reimbursement for the specified portion of the costs of the Public Infrastructure, the source of which reimbursement will be from Assessments on the PID Property as provided in the SAP, provided that such reimbursements shall be subordinate to the payment of PID Bonds and Administrative Expenses; and WHEREAS, the City, subject to the consent and approval of the City Council, and in accordance with the terms oft this Agreement and all legal requirements, intends to: (i) adopt a PID Service and Assessment Plan; (ii) adopt an Assessment Ordinance to pay for a specified portion of the estimated cost of the Public Infrastructure and the costs associated with the Administrative Expenses of the PID and issuance of the PID Bonds; and (iii) issue PID Bonds for the purpose of financing a specified portion of the costs ofthe Public Infrastructure and related costs (including Administrative Expenses) and paying issuance costs, the cost of funding all reserves, accounts, and funds, and all other costs required by the applicable Bond Ordinance (including a capitalized interest account, a debt service reserve fund, and the project fund); and WHEREAS, prior to the sale of the first PID Bond issue secured by Assessments levied against the PID Property: (a) the City Council shall have, in its sole legislative discretion, approved and adopted a resolution creating the PID over the PID Property in accordance with the PID Act, a PID Service and Assessment Plan and an Assessment Ordinance (collectively, the "PID Documents"); (b) the City shall haver reviewed and approved the Home Buyer Disclosure Program; (c) owners of the property constituting all of the acreage within the boundaries of the PID shall have executed a Landowner Agreement; and (d) the Developer shall have delivered a fully executed copy of the Landowner Agreement to the City and filed the same with Grayson County; and WHEREAS, to the extent funds must be advanced to pay for any costs associated with the creation ofthe. PID, the issuance ofPID Bonds, or1 the preparation of documentation related thereto, including any costs incurred by the City and its consultants and advisors (excluding the fees associated with closing the PID Bonds), the Developer shall be responsible for advancing such funds pursuant to a professional services agreement entered into by and between the City and Developer (the "Professional Services Agreement"). Developer shall have a right to reimbursement for certain funds advanced from PID Bond Proceeds and from Assessments, and the City will not be responsible for such reimbursement or the payment of such costs from any other sources of funds; and WHEREAS, after creation of the PID and the TIRZ and the adoption of an Assessment Ordinance, all ofthe City's administrative costs associated with the PID will be funded by the levy of PID Assessments on the Property in accordance with the PID Act, and all of the City's administrative costs associated with the TIRZ will be funded from the Tax Increment in accordance with the TIRZ Act; and Platinum Ranch & Crooked Cross Development Agreement Page 4 WHEREAS, the City recognizes that financing, through Assessments, of the Public Infrastructure to serve the PID Property confers a special benefit to the PID Property; and WHEREAS, the Parties agree that the Public Infrastructure are also improvements that qualify as projects under Chapter 311 of the Texas Tax Code, as amended (the "TIF Act"); and WHEREAS, in consideration of the Developer's agreements contained herein, and prior to the authorization of the first PID Bond issue, the City intends to exercise its powers under the TIF Act to create a tax increment reinvestment zone encompassing the Property (the "TIRZ"); and WHEREAS, the City and the Developer agree that the Development can best continue pursuant to a development agreement such as this Agreement; and WHEREAS, a portion of the Property is currently subject to that certain Development Agreement dated June 18, 2020, by and between Walton Texas, LP, a T'exas limited partnership; Walton Elm Creek Ranch, LP, a Delaware limited partnership; WECR Development Sub, LP, a Delaware limited partnership; and the City of Gunter, Texas, recorded July 24, 2020 under Instrument No. 2020-18704, Official Public Records, Grayson County (the "Original Development Agreement"); and WHEREAS, the Parties desire to terminate the Original Development Agreement and intend for this Agreement to establish certain restrictions and to impose certain commitments in connection with the development ofthe Property and use of TIRZ and PID funds; and NOW, THEREFORE, for and in consideration of the mutual covenants of the Parties set forth in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows: ARTICLE I GENERAL TERMS AND DEFINITIONS 1.1 Definitions. Unless the context requires otherwise, the following terms shall have the meanings hereinafter set forth: Administrative Expenses shall include, without limitation, expenses incurred by the City in the establishment, administration, and operation ofthe PID, and TIRZ, including, but not limited to, the costs of (i) legal counsel, engineers, accountants, administrators, financial advisors, investment bankers or other consultants and advisors, (ii) creating and organizing the PID and TIRZ and preparing the Assessment Rolls, (iii) computing, levying, collecting and transmitting the Assessments or the installments thereof, (iv) maintaining the record ofinstallments, payments and reallocations and/or cancellations of the Assessments, (v) investing or depositing the Assessments or other monies, and (vi) complying with the PID Act and TIF Act, and other costs as may be set forth in the SAP and/or TIRZ Project and Finance Plan. Agreement is defined in the introductory paragraph. Amenity Center is defined in Section 3.6. Platinum Ranch & Crooked Cross Development Agreement Page 5 Assessment means a special assessment levied by the City on the PID Property pursuant to Chapter 372 of the Texas Local Government Code. Assessment Ordinance means an ordinance adopted by the City Council which levies Assessments on the PID Property in accordance with the PID Act to pay for a specified portion of the costs of certain Public Infrastructure and interest thereon set forth in the PID Service and Assessment Plan as well as the costs associated with the issuance ofthe PID Bonds that provide a special benefit to the PID Property. Bank Qualified Debt Fee is defined in Section 7.5(a). Bond Indenture means a trust indenture by and between the issuer of PID Bonds and a trustee bank under which PID Bonds are issued and funds disbursed. Bond Ordinance means and refers to an ordinance adopted by the City Council that authorizes and approves the issuance and sale ofthe PID Bonds by the City. CCNS is defined in the Recitals. Certification for Payment Form means a certificate which shall be submitted to the City no more frequently than monthly for work completed on any of the Public Infrastructure, in substantially the same form as Exhibit I attached hereto. Chapter 380 means Chapter 380 of the Texas Local Government Code and the portions of Chapter 311 ofthe Texas Tax Code allowing TIRZ funds to be used for Chapter 380 purposes. City is defined in the introductory paragraph. City Assignee is defined in Section 9.2. City Council means the city council of the City. City Regulation(s) means any ordinance, rule, regulation, standard, policy, order, guideline, master plans, or other City-adopted or City-enforced requirement, in effect on the Effective Date, save for any amendments that may be required by state law to protect the health or safety of the residents of the City, and including the PD Zoning and the Development Standards attached hereto as Exhibit B. Claims is defined in Section 4.2(a). Community Park is defined in Section 3.7. Concept Plan is defined in the Recitals and is attached as Exhibit C, as amended in accordance with this Agreement. Cost Overrun is defined in Section 7.2. Platinum Ranch & Crooked Cross Development Agreement Page 6 Cost Underrun is defined in Section 7.3 Developer is defined in the introductory paragraph. Developer Assignee is defined in Section 9.1(a). Development is defined in the Recitals. Development Standards is defined in the Recitals and are attached as Exhibit B. Effective Date is the date in the introductory paragraph. Specifically, the Effective Date is the later of: (i) the date upon which the last of all of the Parties has approved and duly executed this Agreement or (ii) the date upon which all of the Property, excluding the Tate Property, is acquired by Developer, and regardless of whether Developer has transferred or conveyed portions ofthe Property to third-parties prior to the date ofthe acquisition of the last portion ofthe Property. Eminent Domain Fees is defined in Section 2.3. End-Buyer is defined in Section 10.1. HOA means the homeowner's association to be created by Developer to have covenants, conditions and restrictions on all residential development in the Development. Home Buyer Disclosure Program means the disclosure program, administered by the PID Administrator as set forth in a document to be in substantially the same form of Exhibit K that establishes a mechanism to disclose to each End Buyer the terms and conditions under which their lot is burdened by the PID. Indemnified Party is defined in Section 4.2(a). Landowner Agreement means the agreement, as set forth in a document to be in substantially the same form of Exhibit L of an owner oft the PID Property consenting to the form and terms of the PID Documents. Mustang is defined in the Recitals. Notice is defined in Section 11.2. Onsite Public Improvements is defined in the Recitals. Parties means the Developer and the City. Party means the Developer or the City. Payment Certificate means a Certification for Payment Form that has been fully-filled out and deemed sufficient by the City, as further described in Section 7.4. PID is defined in the Recitals. Platinum Ranch & Crooked Cross Development Agreement Page 7 PID Act is defined in the Recitals. PID Bonds means assessment revenue bonds issued by the City and secured by Assessments on the Property. PID Bond Proceeds mean the funds generated from the sale ofthe PID Bonds. PID Documents is defined in the Recitals. PID Projects is defined in Section 7.1(c). PID Project Costs is defined in Section 7.1(d). PID Service and Assessment Plan means the service and assessment plan adopted by the City Council, and amended annually, if needed, by the City Council pursuant to the PID Act for the purpose of assessing allocated costs against property within the boundaries of the PID having terms, provisions and findings approved by the City, as required by this Agreement. Property is defined in the Recitals. Public Infrastructure means water, wastewater, drainage, roadway, and other public infrastructure necessary to serve the full development ofi the Property, including the Onsite Public Improvements. Reimbursement Agreement means the agreement between the City and the Developer in which Developer agrees to fund certain costs of the Public Infrastructure and the City agrees to reimburse Developer for a portion of such costs of the Public Infrastructure funded by Developer with interest with the proceeds of Assessments as permitted by the PID Act. Service and Assessment Plan or SAP means a PID Service and Assessment Plan adopted by the City Council, as may be updated, supplemented, and amended annually, if needed, by the City Council pursuant to the PID Act for the purpose of assessing allocated costs against property located within the boundaries of the PID having terms, provisions and findings approved by the City, as required by this Agreement. Roadway Improvements is defined in Section 2.1(c) and depicted in Exhibit E. Tate Property is defined in the Recitals. TIF Act is defined in the Recitals. TIRZ is defined in the Recitals. TIRZ Documents means the TIRZ Project and Finance Plan and the TIRZ Ordinance. Platinum Ranch & Crooked Cross Development Agreement Page 8 TIRZ Fund(s) mean(s) the fund(s) set up by the City in order to receive the TIRZ funds in accordance with this Agreement and the TIRZ Documents. TIRZ Ordinance means a City ordinance creating the TIRZ pursuant to the TIRZ Act, and any subsequent ordinances effectuating amendments thereto. TIRZ Project and Finance Plan means the project and finance plan for the TIRZ approved in accordance with the TIF Act. Trail is defined in Section 3.7. Trails and Open Space Plan is defined in the Recitals and depicted on Exhibit D. ARTICLE II PUBLIC INFRASTRUCTURE 2.1 Public Infrastructure. (a) Standards. Except as otherwise expressly provided for in this Agreement, all Public Infrastructure shall be designed, constructed and installed by the Developer in compliance with the City Regulations. Construction and/or: installation ofPublic Infrastructure shall not begin until complete and accurate plans and specifications have been approved by the City. Each contract for construction of Public Infrastructure shall require a two-year maintenance bond following completion of such Public Infrastructure, which bond shall run in favor of the Party responsible for maintenance of the completed Public Infrastructure. To the extent easements or rights-of-way are needed within the Property and/or on the perimeter of the Property, they shall be conveyed or dedicated by the Developer to the City, or to Mustang, as applicable, at no cost to the City or Mustang, provided however, this provisions shall not be construed to limit or prohibit Developer from receiving a reimbursement from the PID or from PID Bond proceeds for the conveyance and/or dedication of such rights-of-way. The Public Infrastructure will be installed within easements granted to the City or Mustang, as applicable, or in the public right-of-way, however water and wastewater utilities are contemplated to be included within an easement separate from the right-of-way. (b) ROW Dedication. The Developer shall, either by plat or by deed as requested by the City, dedicate or convey the right-of-way for thoroughfares, roads, streets, and alleys, as applicable, provided however, this provision shall not be construed to limit or prohibit Developer from receiving a reimbursement from the PID or from PID Bond proceeds for the conveyance and/or dedication of such rights-of-way. All right-of-way shall be in accordance with the right-of- way sections as depicted on Exhibit E-1. Developer and the City acknowledge and agree that the Developer shall only be responsible for the construction and/or dedication of right-of-way directly adjacent to Property owned by Developer, i.e., ifI Developer owns property on % ofa right-of-way, Developer shall only be responsible for the construction and/or dedication of such half. (c) Roadway Improvements by Developer. Developer shall, at its sole cost and expense, perform, design and construct, at no cost to the City, (i) all roadway Onsite Public Improvements necessary to serve the Development, and (i) all offsite Roadway Improvements as Platinum Ranch & Crooked Cross Development Agreement Page 9 depicted on Exhibit E, specifically, (a) Developer will construct two (2) lanes of Marilee Road from Dallas North Tollway to the most eastern property boundary which connects to the existing Marilee Road no later than the later of the following: (i) the time in which the Developer has recorded a final plat containing the 1,381st single family lot of the Development, or (ii) the time in which the Developer has recorded a final plat for Phase 2 ofthe Development, and (b). Developer will upgrade two (2) lanes of Old Scaggs Road from Marilee Road to the internal collector in segments as the adjacent phases of development are constructed (collectively, the "Roadway Improvements"). Provided, nothing in this section shall prohibit Developer from seeking reimbursement from the PID or from PID Bond proceeds for the costs associated with the design and construction of the Roadway Improvements. Developer will construct internal thoroughfares as the adjacent phases are developed. City and Developer agree that the Developer shall not be obligated to construct any Roadway Improvements with more stringent requirements than described in the geotechnical report obtained by the Developer. To the extent required, the City will update its capital improvement plan to include such requirements to allow Developer to be reimbursed for such costs associated therewith. (d) Water Improvements by Developer. Developer shall, at its sole cost and expense, perform, design and construct, at no cost to the City, all water Onsite Public Improvements necessary to serve the Development (the "Water) Improvements"). Provided, nothing in this section shall prohibit Developer from seeking reimbursement from the PID or from PID Bond proceeds for the costs associated with the design and construction of the Water Improvements. (e) Wastewater Improvements by Developer. Developer shall, at its sole cost and expense, perform, design and construct, at no cost to the City, all wastewater Onsite Public Improvements necessary to serve the Development (the Wastewater Improvements"). Provided, nothing in this section shall prohibit Developer from seeking reimbursement from the PID or from PID Bond proceeds for the costs associated with the design and construction of the Wastewater Improvements. (f) Oversizing. Should the City's engineer, or Mustang's engineer, as applicable determine oversizing is needed to serve property other than the Development, and Developer agrees to construct such oversizing, then the City, or Mustang, shall pay its proportionate share of such oversizing costs as they become due and payable under the construction contract. (g) Construction Agreements. The Construction Agreements shall be let in the name of the Developer. The Developer's engineers shall prepare and provide, or cause the preparation and provision of all contract specifications and necessary related documents. The Developer shall provide all construction documents for the Public Infrastructure and shall acknowledge that the City has no obligations and liabilities thereunder. The Developer shall use all commercially reasonable efforts to include a provision in the construction documents for the Public Infrastructure, for all construction documents executed after the Effective Date, that the contractor will indemnify the City and its officers and employees against any costs or liabilities thereunder, substantially as follows: THE CITY OF GUNTER, TEXAS ("CITY") SHALL NOT BE LIABLE OR RESPONSIBLE FOR, AND SHALL BE INDEMNIFIED, HELD HARMLESS AND RELEASED BY CONTRACTOR FROM AND Platinum Ranch & Crooked Cross Development Agreement Page 10 AGAINST ANY AND ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY CHARACTER, TYPE, OR DESCRIPTION, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR ANY LOSS, DAMAGE, INJURY OF ANY KIND OR CHARACTER, INCLUDING DEATH, TO ANY PERSON, ENTITY, OR PROPERTY ARISING OUT OF OR OCCASIONED BY,DIRECTLY ORI INDIRECTLY, THE PERFORMANCE OF CONTRACTOR UNDER THIS CONTRACT. WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW, NOTWITHSTANDING THE FOREGOING, NO INDEMNIFICATION IS GIVEN HEREUNDER FOR ANY ACTION, DAMAGE, CLAIM, LOSS OR EXPENSE DETERMINED BY A COURT OF COMPETENT URISDICTION TO BE DIRECTLY ATTRIBUTABLE TO THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE CITY. THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETOAND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. IT IS THE EXPRESSED INTENT OF THE PARTIES TO THIS CONTRACT THAT THE INDEMNITY PROVIDED FOR IN THIS CONTRACT IS AN INDEMNITY EXTENDED BY CONTRACTOR TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF THE CONTRACTORS ACTS, INCLUDING NEGLIGENCE, WHETHER SUCH ACTS OR NEGLIGENCE IS THE SOLE OR PARTIAL CAUSE OF ANY SUCH INJURY, DEATH, OR DAMAGE. CONTRACTOR AGREES TO INDEMNIFY, DEFEND, AND SAVE CITY HARMLESS FROM ALL CLAIMS GROWING OUT OF ANY DEMANDS OF SUBCONTRACTORS, LABORERS, WORKMEN, MECHANICS, MATERIALMEN, OR SUPPLIERS OF MACHINERY AND PARTS THEREOF, EQUIPMENT, POWER TOOLS, OR SUPPLIES OBTAINED IN FURTHERANCE OFTHE PERFORMANCE OF THIS CONTRACT. 1. The Developer or its designee shall administer the Construction Agreements. The costs ofthe Public Infrastructure, shall be: (i) paid by the Developer or caused to be paid by the Developer, and reimbursed by the Assessments levied pursuant to the terms of a PID Reimbursement Agreement or (ii) paid or reimbursed from PID Bond Proceeds. 2. The following requirements apply to Construction Agreements for Public Infrastructure: (a) Plans and specifications shall comply with all Applicable Law, the Development Standards and City Regulations. (b) Each Construction Agreement shall provide that the Contractor is an independent contractor, independent of and not the agent of the City and that the Platinum Ranch & Crooked Cross Development Agreement Page 11 Contractor, or the Developer, is responsible for retaining, and shall retain, the services of necessary and appropriate architects and/or engineers; and (c) Each Construction Agreement for Public Infrastructure not yet under construction as of the Effective Date, shall provide that the Contractor shall indemnify the City, its officers and employees for any costs or liabilities thereunder and for the negligent acts or omissions of the Contractor, as outlined above. (h) Additional Requirements. In connection with the design and construction of the City owned Public Infrastructure, the Developer shall take or cause the following entities or persons to take the following actions and to undertake the following responsibilities: (1) Prior to the commencement of construction, the Developer shall provide the City electronic copies of the plans and specifications for the Public Infrastructure including any revisions) and shall provide the City one complete set of record drawings (in electronic format) for the Public Infrastructure, in accordance with Applicable Law; (2) In accordance with the requirements between the Developer and the City with regard to the development and construction of the Public Infrastructure, the Developer or such person selected by and contracting with the Developer shall, at the preconstruction meeting with the City, provide the City with a copy of the detailed estimated construction schedule outlining the major items of work of each major construction contractor, and any revisions to such schedule; (3) The Developer shall provide construction documents, including the plans and specifications to the City, signed and sealed by one or more registered professional architects or engineers licensed in the State ofTexas at the time the construction documents are submitted to the City for approval; (4) The Developer shall provide the City with reasonable advance notice of any scheduled construction meetings, which require City personnel to attend, and shall permit the City to attend and observe meetings as the City SO chooses in order to monitor the project; (5) The Developer or any general contractor shall comply with, and shall require that its agents and subcontractors comply with, all Applicable Laws regarding the use, removal, storage, transportation, disposal and remediation of hazardous materials. Provided, this provision shall not create additional liability on the Developer in regards to actions taken by any agents or subcontractors; (6) The Developer or any general contractor shall notify and obtain the City'sa approval for all field changes that directly result in material changes to the portion oft the plans and specifications for the Public Infrastructure that describe the connection of such improvements with City streets, storm sewers and any other City owned public utilities; (7) Upon notice from the City, the Developer shall or shall cause any general contractor to promptly repair, restore or correct, on a commercially reasonable basis, all damage caused by the general contractor or its subcontractors to property or facilities of the City Platinum Ranch & Crooked Cross Development Agreement Page 12 during construction ofthe Public Infrastructure and to reimburse the City for out-of-pocket costs actually incurred by the City that are directly related to the City's necessary emergency repairs of such damage; (8) Prior to the City's acceptance of any City owned Public Infrastructure, upon notice from the City, the Developer shall promptly cause the correction of defective work, and shall cause such work to be corrected in accordance with the construction contracts for the Public Infrastructure and with City Regulations; (9) If the Developer performs any soils, construction and materials testing during construction of the City owned Public Infrastructure, the Developer shall make available to the City copies of the results of all such tests; (10) Ifa any oft the foregoing entities or persons shall fail in a material respect to perform any ofits obligations described above (or elsewhere under this Agreement), the Developer shall use its good faith efforts to enforce such obligations against such entities or persons, or the Developer may, at Developer's election, cure any material failure of performance as provided herein. Provided, this provision shall not create additional liability on the Developer in regards to actions taken by any agents or subcontractors; (11) The Developer shall provide any other information or documentation or services required by City Regulations; and (12) The Developer shall allow the City Representative to conduct a reasonable pre-final and final inspection ofthe Public Infrastructure. Upon acceptance by the City ofthe Public Infrastructure, the City shall become responsible for the maintenance of the Public Infrastructure and making any bond or warranty claim, if applicable. 2.2 Inspections, Acceptance of Public Infrastructure. (a) Roadway and Storm Infrastructure. The City shall have the right to inspect, at any time, the construction ofall roadway and storm water Public Infrastructure, and any related Public Infrastructure necessary to support the proposed development within the Property, which shall be inspected, designed and constructed in compliance with all statutory and regulatory requirements, including design and construction criteria, and the City Regulations. All public storm sewers shall be, at Developer's election, either reinforced concrete or High-Performance Polypropylene Pipe (HP-Storm Dual Wall Pipe manufactured by ADS or an equivalent). (b) Water and Wastewater Infrastructure. The Parties acknowledge that Mustang shall have the right to inspect the construction of all water and wastewater Public Infrastructure at any time, which water and wastewater shall be inspected, designed and constructed in compliance with all statutory and regulatory requirements, including design and construction criteria, and the City Regulations. The timing of construction of the various components of the water and wastewater Public Infrastructure shall be as required by Mustang's regulations. (c) No Release. The City's and/or Mustang's, as applicable, inspections shall not release the Developer from its responsibility to construct, or ensure the construction of, adequate Public Infrastructure in accordance with approved engineering plans, construction plans, and other Platinum Ranch & Crooked Cross Development Agreement Page 13 approved plans related to the Development provided the City and/or Mustang, ift this Agreement is assumed by or assigned to Mustang, satisfies its obligations under this Agreement. (d) City/Mustang Owned. From and after the inspection and acceptance by the City and/or Mustang, as applicable, of the Public Infrastructure and any other dedications required under this Agreement, such improvements and dedications shall be owned by the City and/or Mustang. (e) Approval ofPlats/Plans. Approval of plats, permits, plans, designs or specifications by the City shall be in accordance with the City Regulations. Approval by the City, the City's engineer or other City employee or representative of any plats, permits, plans, designs or specifications submitted pursuant to this Agreement or pursuant to the City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of the Developer, his engineer, employees, officers or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by the Developer or the Developer's engineer, or engineer's officers, agents, servants, or employees, it being the intent ofthe parties that approval by the City's engineer signifies the City's approval on only the general design concept of the improvements to be constructed. All plats and plans of the Developer related to the Property shall meet the requirements of the applicable City Regulations The Parties acknowledge and agree that the plans and approvals for Water Improvements and Wastewater Improvements shall solely be submitted and reviewed by Mustang as required by Mustang's regulations. 2.3 Eminent Domain. The Developer agrees to use commercially reasonable efforts to obtain all third-party rights-of-way, consents, or easements, if any, required for the Public Infrastructure. If, however, the Developer is unable to obtain such third-party rights-of-way, consents, or easements within ninety (90) days of the Effective Date, the City agrees to take reasonable steps to secure same (subject to City Council authorization after a finding of public necessity) through the use of the City's power of eminent domain. The City acknowledges there will be a Texas New Mexico Power transmission line located within a portion oft the Property that was previously intended to be utilized as a portion ofl Marilee Road. Accordingly, Developer and the City intend to cooperate with each other, and the City of Celina, to acquire property south of the Property for the construction of Marilee Road. In the event the Parties, after utilizing commercially reasonable efforts are unable to acquire property sufficient to construct such roadway, the City, to the extent permissible, will utilize the City's power of eminent domain pursuant to the terms hereof. The Developer shall be responsible for funding all reasonable and necessary legal proceding/litigation costs, attorney's fees and related expenses, and appraiser and expert witness fees (collectively, "Eminent Domain Fees") paid or incurred by the City in the exercise of its eminent domain powers. The City will use all reasonable efforts to expedite such condemnation procedures SO that the Public Infrastructure can be constructed as soon as reasonably practicable. In the event the City is unable to acquire right-of-way south of the Property for the construction of Marilee Road, or if the cost of such acquisition is greater than reasonably acceptable by the Developer, in Developer's reasonable discretion, the Parties acknowledge and agree that Developer shall be under no obligation to dedicate additional portions ofthe Property for the construction of Marilee Road, and Developer shall be deemed to have satisfied all obligations related to Marilee Road upon Developer's dedication and construction of two (2) lanes Platinum Ranch & Crooked Cross Development Agreement Page 14 of Marilee Road in accordance with this Agreement, i.e., north of the Texas New Mexico Power transmission line easement. Nothing in this subsection is intended to constitute a delegation ofthe police powers or governmental authority of the City, and the City reserves the right, at all times, to control its proceedings in eminent domain. 2.4 Operation and Maintenance. (a) Upon inspection, approval, and acceptance of the water and wastewater Public Infrastructure or any portion thereof, Mustang, shall maintain and operate the accepted water and wastewater infrastructure or any accepted portion thereof and provide water and wastewater service to the Property. (b) Upon inspection, approval, and acceptance of the roadway and storm water Public Infrastructure or any portion thereof, the City shall maintain and operate the roadways and storm water infrastructure or any accepted portion thereof. (c) Maintenance and operation of open spaces, trails, common areas, right-of-way irrigation systems, right-of-way landscaping, screening walls, detention ponds and any other common improvements or appurtenances, with the exception of the Community Park, shall be maintained and operated by the HOA, even when located on public property. The City shall provide any maintenance or other easements to the HOA reasonably necessary for the HOA to fulfill such obligations. 2.5 Temporary Street Closures. To the extent reasonably requested by the Developer in connection with the construction of the Public Infrastructure, the City shall grant and issue to the Developer all necessary permits to authorize temporary closures of, and shall grant and issue to the Developer all necessary permits to make cuts or other perforationsin, demolish and excavate all or portions of any City street, alley or other public right-of-way that is under control oft the City and that is contained in whole or in part within the Property or that abuts any portion of the Property; provided however, all such actions are subject to the City's obligations to preserve and protect public health, safety, and welfare. Developer shall create an alternative route/detour plan and be responsible for the costs of implementing and maintaining the alternative route/detour, including lawful signage. ARTICLE II DEVELOPMENT REGULATIONS 3.1 Full Compliance with City Standards. (a) Development of the Property shall be subject to the applicable City Regulations, except when those regulations conflict with the attached Development Standards or the PD Zoning. In the event of any conflict between the City Regulations and this Agreement, including the Development Standards, this Agreement and the Development Standards shall control now and in the future. (b) The Parties agree the Concept Plan was created by the Developer for illustrating the boundary, lot mix and general layout of the Development. Specifically, it is anticipated that the Property be developed in approximately 4,200 residential lots consisting of 50', 60 and 70' Platinum Ranch & Crooked Cross Development Agreement Page 15 lots; approximately twenty nine (29) acres ofresidential villas, containing upto two hundred ninety (290) units; approximately two hundred sixty (260) acres of mixed use, which will include 3,000 multifamily units, up to twenty four (24) dwelling units per acre, and commercial uses; Amenity Centers (as hereinafter defined); a Community Park (as hereinafter defined); Trails (as hereinafter defined), three (3) school sites, which will be approximately twenty (20) acre in size each, and various utility sites. Any amendment to the Concept Plan approved pursuant to the City Regulations shall be considered an amendment to this Agreement and shall replace the attached Concept Plan and become a part of this Agreement. The Mayor of the City, or the Mayor's designee may administratively approve any amendments to the Concept Plan that are minor in nature in accordance with City Regulations. Other amendments to the Concept Plan shall be reviewed as set forth in the City Regulations. 3.2 Plat. The Developer may submit a plat for all or any portion of the Property. Any plat shall be in general conformance with the Concept Plan, including any amendments. The processing and content of all plats must adhere to the City Regulations, as they may be expressly altered by this Agreement. 3.3 Vested Rights. This Agreement shall constitute a "permit" under Chapter 245 of the Texas Local Government Code that is deemed filed with the City on the date upon which the last ofall oft the Parties has approved and duly executed this Agreement. The Developer does not, by entering into this Agreement, waive any rights or obligations arising under Chapter 245 of the Texas Local Government Code. 3.4 intentionally deleted] 3.5 Amenity Center. Developer shall construct three amenity centers, to be owned, operated and maintained by the HOA, as depicted on the Concept Plan (collectively the "Amenity Centers", 2 and individually, an "Amenity Center"). The first Amenity Center shall be include a pool, restrooms, shade structure, sports court, and playground, and shall be completed on or before three hundred sixty five (365) days following the filing of the final plat Phase 1 of the Development. The second Amenity Center shall be include a pool, restrooms, shade structure, sports court, and playground, and shall be completed on or before three hundred sixty five (365) days following the filing ofthe final plat containing the 2,100th residential lot. The third Amenity Center shall be a regional amenity center and have an air conditioned clubhouse, pool, playgrounds'sports court, and trails, and shall be completed no later than three hundred sixty five (365) days following the filing oft the final plat of the final phase of the Development. Completion of the Amenity Centers by Developer shall be evidenced by a certificate of occupancy from the City. 3.6 Trails and Community Park. During the course of development and concurrently with the development of adjacent phases, Developer shall construct the following: (i) a concrete trail being at least 6 feet in width which shall be located through the floodplain and various open spaces, as depicted on Exhibit D (the "Trail") provided, trails located in areas deemed as environmentally sensitive, the City and Developer may deem crushed granite or like surface to be utilized, (ii) a natural seating amphitheater; and (iii) a community park with passive recreations areas (the "Community Park"), which will include site grading, landscaping and, at a minimum, three of the following items in Developer's discretion, and the City's reasonable guidance: (a) Platinum Ranch & Crooked Cross Development Agreement Page 16 playground, (b) picnic shelter, (c) gazebo, (d) shade structure, (e) artwork/monument, (f) soccer goal, (g) sand volleyball court and net, (h) walking trail, (i) benches, G) trash receptables, (k) pet waste stations, (I) fencing, or (m) other as agreed upon by City and Developer. The Trails shall be owned and maintained by the HOA, but a public use easement and/or trail easement shall be provided to the City for all improvements funded by the PID, if any. The Community Park shall be owned and maintained by the City. The Trail and Community Park are further depicted on the Trails and Open Space Plan attached hereto as Exhibit D. Where the Trail crosses floodplain, no bridges/culverts shall be required unless agreed upon by City and Developer. 3.7 School Sites. Developer agrees to dedicate three (3) school sites, which shall be approximately twenty (20) acres in size. Provided in the event the ISD notifies Developer or the City that it no longer desires to utilize one or more school sites, the Developer shall be permitted to utilize such sites as additional residential units, and the unit counts reflected in this Agreement shall be increased proportionally with the existing lot variety at the discretion of Developer. 3.8 Police/Fire/EMS Station Site ("PFES Site"). Developer agrees to dedicate one (1) site, for police, fire, and EMS satellite purposes, which shall be no less than 43,560 square feet and located as generally depicted on the Concept Plan. City may make additional use ofi the PFES Site. 3.9 Conflicts. In the event of any direct conflict between this Agreement and any other ordinance, rule, regulation, standard, policy, order, guideline, or other City adopted or City enforced requirement, except building, fire, mechanical or electrical codes, whether existing on the Effective Date or thereafter adopted, this Agreement, including its exhibits, as applicable, shall control. In the event of a conflict between the Agreement and any exhibits to this Agreement the text of the Agreement controls over the Exhibits. Provided, in the event an Exhibit is deemed amended pursuant to the terms ofthis Agreement, the applicable text ofthe Agreement relating to or outlining such Exhibit shall be deemed amended as well. In the event of a conflict between the Concept Plan and the Development Standards, the Development Standards shall control to the extent of the conflict. The Parties acknowledge and agree that to the extent there is a conflict between the thoroughfare plan as lllustrated in Exhibit E-1 and the City and/or County throughfare plan, Exhibit E-1 shall control. ARTICLE IV DEVELOPMENT PROCESS AND CHARGES 4.1 Capital Recovery Fees. (a) Impact Fees. The Developer is responsible for the construction or causing the construction of all Public Infrastructure, to the extent such improvements are necessitated by and attributable to the development of the Property, pursuant to the terms of this Agreement. Except as otherwise provided herein, all impact fees or pro rata fees roadways and other capital recovery fees (collectively, Impact Fees") shall not be charged against the Property, and all Impact Fees associated with the Development due and owing at the time ofl building permit issuance from time to time pursuant to City Regulations, shall be waived. The City and Developer acknowledge and agree that Mustang will be providing water and sewer services, and accordingly, the City shall have no right to the collection of any water or sewer fees either from the Developer or Platinum Ranch & Crooked Cross Development Agreement Page 17 homebuilders. The City waives, relinquishes, and releases any right it might have under current or future City Regulation or state law to assess, levy, or collect Impact fees in connection with the development ofthe Property. Future roadway Impact Fees adopted by the City shall not be charged against the Property unless Developer fails to complete the offsite roadway improvements described in Section 2.1(c) and in accordance with the schedule provided herein. (b) Park Land and Park Fees. No less than twenty (20%) of the gross area of the Development shall be used for open space and/or park land. In addition to items that the City Regulations give credit in lieu of park land dedication, for purposes ofthis Agreement, floodplain, pocket parks, ponds, landscape areas, amenity centers, open spaces, detention areas, the Community Park, and SCS reservoir/setbacks shall be used in all calculations determining open space requirements. The City acknowledges and agrees that the open space/park land, as depicted on the Concept Plan, shall satisfy all parkland dedication requirements. The City shall not require additional dedications of land or payment of any fees for the purpose of any parkland dedication requirements, tree mitigation requirements or open space requirements in place on the Effective Date, or any date thereafter. Provided, Developer agrees to comply with all tree mitigation requirements in accordance with City of Gunter Zoning Ordinance Appendix II: Landscaping Regulations, and no tree mitigation shall be required for the removal of a tree located within an anticipated street, in a sight triangle, in clear zone of a public street, or within a single family residential lot, as depicted on the Concept Plan. Where residential lots are directly adjacent to a park or open space, any lot line of a residential lot may be adjacent to such park/open space. 4.2 INDEMNIFICATION AND HOLD HARMLESS. (a) THE DEVELOPER AND ITS SUCCESSORS AND ASSIGNS SHALL INDEMNIFY AND HOLD HARMLESS THE CITY, ITs OFFICIALS, EMPLOYEES, OFFICERS, REPRESENTATIVES AND AGENTS (EACH AN "INDEMNIFIED PARTY"), FROM AND AGAINST ALL ACTIONS, DAMAGES, CLAIMS, LOSSES OR EXPENSE OF EVERY TYPE AND DESCRIPTION TO WHICH THEY MAY BE SUBJECTED OR PUT: (I) BY REASON OF, OR RESULTING FROM THE BREACH OF ANY PROVISION OF THIS AGREEMENT BY THE DEVELOPER; (II) THE NEGLIGENT DESIGN, ENGINEERING AND/OR CONSTRUCTION: BY THE DEVELOPER ORANY ARCHITECT, ENGINEER OR CONTRACTOR HIRED BY THE DEVELOPER OF ANY OF THE PUBLIC INFRASTRUCTURE ACQUIRED FROM THE DEVELOPER HEREUNDER; (II) THE DEVELOPER's NONPAYMENT UNDER CONTRACTS BETWEEN THE DEVELOPER AND ITS CONSULTANTS, ENGINEERS, ADVISORS, CONTRACTORS, SUBCONTRACTORS AND SUPPLIERS IN THE PROVISION AND/OR CONSTRUCTION OF THE PUBLIC INFRASTRUCTURE; (IV) ANY CLAIMS OF PERSONS EMPLOYED BY THE DEVELOPER OR ITS AGENTS TO CONSTRUCT THE PUBLIC INFRASTRUCTURE; OR (V) ANY CLAIMS AND SUITS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO DEVELOPER's) RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENIS,SLCCESSORS, ASSIGNEES, VENDORS, GRANTEES, AND/OR TRUSTEES, REGARDING OR RELATED TO THE PUBLIC INFRASTRUCTURE OR ANY AGREEMENT OR RESPONSIBILITY REGARDING THE PUBLIC INFRASTRUCTURE, INCLUDING CLAIMS AND CAUSES OF ACTION WHICH MAY ARISE OUT OF THE PARTIAL NEGLIGENCE OF AN INDEMNIFIED PARTY (THE "CLAIMS"). NOTWITHSTANDING THE FOREGOING, NO INDEMNIFICATION IS GIVEN HEREUNDER FOR ANY ACTION, DAMAGE, CLAIM, LOSS OR EXPENSE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE DIRECTLY, ATTRIBUTABLE TO THE WILLFUL MISCONDUCT OR SOLE NEGLIGENCE OF ANY INDEMNIFIED PARTY. DEVELOPER IS EXPRESSLY REQUIRED TO Platinum Ranch & Crooked Cross Development Agreement Page 18 DEFEND CITY AGAINST ALL SUCH CLAIMS, AND CITY IS REQUIRED TO REASONABLY COOPERATE AND ASSIST DEVELOPER IN PROVIDING SUCH DEFENSE. (b) IN ITS REASONABLE DISCRETION, CITY SHALL HAVE THE RIGHT TO APPROVE OR SELECT DEFENSE COUNSEL TO BE RETAINED BY DEVELOPER IN FULFILLING ITS OBLIGATIONS HEREUNDER TO DEFEND AND INDEMNIFY THE INDEMNIFIED PARTIES, UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY CITY IN WRITING. THE INDEMNIFIED PARTIES RESERVE THE RIGHT TO PROVIDE A PORTION OR ALL OF THEIR/ITS OWN DEFENSE, AT THEIR/ITS SOLE COST; HOWEVER, INDEMNIFIED PARTIES ARE UNDER NO OBLIGATION TO DO SO. ANY SUCH ACTION BY AN INDEMNIFIED PARTY IS NOT TO BE CONSTRUEDAS. A WAIVER OF DEVELOPER's OBLIGATIONTO DEFEND INDEMNIFIED PARTIES OR AS A WAIVER OF DEVELOPER's OBLIGATION TO INDEMNIFY INDEMNIFIED PARTIES PURSUANT TO THIS AGREEMENT. DEVELOPER SHALL RETAIN CITY- APPROVED DEFENSE COUNSEL WITHIN SEVEN BUSINESS DAYS OF WRITTEN NOTICE FROM AN INDEMNIFIED PARTY THAT IT IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT. IF DEVELOPER FAILS TO RETAIN COUNSEL WITHIN SUCH TIME PERIOD, INDEMNIFIED PARTIES SHALL HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON THEIR OWN BEHALF, AND DEVELOPER SHALL BE LIABLE FOR ALL REASONABLE COSTS INCURRED BY INDEMNIFIED PARTIES. THE CITY AGREES, UNLESS ADVISED BY DEFENSE COUNSEL TO THE CONTRARY, TO ASSERT ITS IMMUNITY FROM LIABILITY AND IMMUNITY FROM SUIT AND/OR OTHER. AVAILABLE AFFIRMATIVE DEFENSES (c) THIS SECTION 4.2 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. (d) THE PARTIES AGREE AND STIPULATE THAT THIS INDEMNIFICATION AND THE EXPRESS NEGLIGENCE TEXT COMPLIES WITH THE CONSPICUOUSNESS REQUIREMENT AND IS VALID AND ENFORCEABLE AGAINST THE DEVELOPER. 4.3 THE DEVELOPER's ACKNOWLEDGEMENT OF THE CITY's COMPLIANCE WITH FEDERALAND STATE CONSTITUTIONS, STATUTES AND CASE LAW AND FEDERAL, STATE AND LOCAL ORDINANCES, RULES AND RISUATONDOTR WAIVER AND RELEASE OF CLAIMS FOR OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT. (a) THE DEVELOPER ACKNOWLEDGES AND AGREES THAT, PROVIDED THERE ARE NO CITY DEFAULTS UNDER THIS AGREEMENT: (I) THE PUBLIC INFRASTRUCTURE EXPRESSLY SET FORTH IN THIS AGREEMENT TO BE CONSTRUCTED UNDER THIS AGREEMENT, AND THE FEES TO BE IMPOSED BYTHE CITY PURSUANT TO THIS AGREEMENT, REGARDING THE PROPERTY, IN WHOLE OR IN PART, DO NOT CONSTITUTE A: (A) TAKING UNDER THE TEXAS OR UNITED STATES CONSTITUTION; (B) VIOLATION OF THE TEXAS LOCAL GOVERNMENT CODE, AS IT EXISTS OR MAY BE AMENDED; AND/OR (C) NUISANCE. Platinum Ranch & Crooked Cross Development Agreement Page 19 (I) THE AMOUNT OF THE DEVELOPER's FINANCIAL AND INFRASTRUCTURE CONTRIBUTION FOR THE PUBLIC INFRASTRUCTURE EXPRESSLY SET FORTH IN THIS AGREEMENT IS ROUGHLY PROPORTIONAL TO THE DEMAND THAT THE DEVELOPER's ANTICIPATED IMPROVEMENTS AND DEVELOPER's DEVELOPMENT OF THE PROPERTY PLACES ON THE CITY's INFRASTRUCTURE. (III) THE DEVELOPER HEREBY AGREES, STIPULATES AND ACKNOWLEDGES THAT: (A). ANY PROPERTY WHICH IT CONVEYS TO THE CITY OR ACQUIRES FOR THE CITY PURSUANTTO THIS AGREEMENT IS ROUGHLY: PROPORTIONAL TO THE BENEFIT RECEIVED BY THE DEVELOPER FOR SUCH LAND, AND THE DEVELOPER HEREBY WAIVES ANY CLAIM THEREFOR THAT IT MAY HAVE; AND (B) ALL PREREQUISITES TO SUCH DETERMINATION OF ROUGH PROPORTIONALITY HAVE BEEN MET, AND ANYVALUE RECEIVED BYTHE CITY RELATIVE TO SAID CONVEYANCE IS RELATED BOTH IN NATURE AND EXTENT TO THE IMPACT OF THE DEVELOPMENT OF THE PROPERTY ON THE CITY's INFRASTRUCTURE. THE DEVELOPER FURTHER AGREES TO WAIVE AND RELEASE ALL CLAIMSITI MAYIAVEAGAINSTTIE CITY UNDER THIS. AGREEMENT RELATED TO. ANY. AND ALL: (A) CLAIMS OR CAUSES OF ACTION BASED ON ILLEGAL OR EXCESSIVE EXACTIONS; AND (B) ROUGH PROPORTIONALITY AND INDIVIDUAL DETERMINATION REQUIREMENTS MANDATED BY THE UNITED STATES SUPREME COURT IN DOLANV. CITYG OF TIGARD, 512 U.S.374 (1994), AND ITS PROGENY, AS WELLASANY OTHER REQUIREMENTS OF AI NEXUS BETWEEN DEVELOPMENT CONDITIONS AND THE PROJECTED IMPACT OF THE PUBLIC INFRASTRUCTURE. (b) THIS SECTION 4.3 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. ARTICLE V TERM 5.1 The term ofthis Agreement shall be for the shorter of (a) a period of forty-five (45) years after the Effective Date, unless shortened by mutual agreement of the Developer and the City, or (b) the date the Parties acknowledge in writing that all Parties have fulfilled their obligations hereunder. ARTICLE VI LAND USE MATTERS In accordance with applicable statutory requirements, the City shall consider zoning the Property consistent with the Concept Plan, Development Standards and applicable provisions of this Agreement contemporaneously with the approval of this Agreement (the "PD Zoning"). Through this Agreement, the Developer expressly consents and agrees to the PD Zoning of the Property. ARTICLE VII INFRASTRUCTURE FINANCING AND INCENTIVES 7.1 PID Financing. The City proposes to create the PID, to fund, in part, the Public Infrastructure that will confer a special benefit upon the Property. Subject to compliance with PID Platinum Ranch & Crooked Cross Development Agreement Page 20 Statute, the PID assessment shall be set at a tax rate equivalent as requested by the Developer, provided, a maximum overlapping tax rate equivalent for parcels within the PID shall not exceed $3.09 per $100 assessed value when including all taxing entities at the time of the assessment of the Property based upon the estimated average home value as defined in the Service and Assessment Plan. The City staff will, from time to time, submit to the City Council agenda items to approve the issuance ofPID Bonds by the City. As soon as reasonably practicable following a request by the Developer, and provided the City's financial advisor confirms the PID Bonds meet the below requirements and are marketable to third party institutional investors, the City agrees to issue PID Bonds, subject to City Council approval. The Developer has determined that the estimated maximum aggregate principal amount ofPID Bonds will be Four Hundred Million and 00/100 Dollars $400,000,000.00). Provided, however, SO long as the maximum overlapping tax rate and minimum value to lien ratio are satisfied in accordance with this Agreement, the issuance of PID Bonds in excess of such estimated maximum aggregate principal amount shall not be prohibited. (a) A PID creation petition for the Property has been or will be submitted by the Developer to the City. (b) PID funding ofcertain Public Infrastructure as authorized by the PID Act providing special benefit to a development phase and/or planning area, will include, to the maximum extent authorized by State law, and only as requested by the Developer, one or more of the following: (i) annual payments made pursuant to a Reimbursement Agreement by the City to the Developer of Assessments not pledged to the repayment of PID Bonds; (ii) the issuance by the City of PID Bonds secured by Assessments; (iri) the issuance by the City of other bonds secured by Assessments and/or other security; or (iv) any other method approved by the Parties. (c) The Public Infrastructure to be funded by the PID will be described in the PID Service and Assessment Plan, which Public Infrastructure are described in this Agreement and confer a special benefit on the Property (the "PID Projects"). (d) The total estimated cost of the PID Projects (the "PID Project Costs") will be as stated in the PID Service and Assessment Plan, as amended. The PID Project Costs will include the cost of two-year maintenance bonds for the PID Projects. (e) The Developer shall determine the estimated PID Project Costs, and the City will prepare the PID Service and Assessment Plan. After the City approves the final PID Project Costs, prepares a proposed assessment roll based thereon, and files the PID Service and Assessment Plan and proposed assessment roll with the City Secretary for public inspection, the City will levy special assessments against the Property. (f) The City shall review and update the PID Service and Assessment Plan consistent with the requirements of Section 372.013(b) of the PID Act. As needed for consistency with the updated PID Service and Assessment Plan and consistent with the requirements of Sections 372.019 and 372.020 ofthe PID Act, the City shall make supplemental assessments, reassessments or new assessments such that assessments reflect the updated PID Project Costs. Concurrent with the levy of Assessments and as needed to implement the PID Service and Assessment Plan, the City and the Developer will enter into the Reimbursement Agreement and/or construction and Platinum Ranch & Crooked Cross Development Agreement Page 21 funding agreement that provides for the Developer's construction of certain PID Projects and the City's reimbursement to the Developer of certain PID Project Costs from the Assessments or proceeds from PID Bonds. (g) The City will use its reasonable efforts to issue one or more series of PID Bonds secured, in whole ori in part, by Assessments levied against benefited property within the PID. PID Bonds may also be secured by any other revenue authorized by the PID Act or other State law and approved by the City Council of the City. The net proceeds from the sale of PID Bonds (i.e., net of costs and expenses of: issuance and amounts for debt service reserves and capitalized interest) will be used to pay PID Project Costs. (h) The City's obligation to issue PID Bonds is conditioned upon the following: (i) for the PID Bonds issued to pay for direct improvements which only benefit a specific phase of development, a minimum value to lien ratio of at least 2:1 (unless the City, in its sole discretion approves a lower value to lien ratio) using retail lot values as provided by an independent third- party appraisal; (ii) for PID Bonds issued to pay forthe major improvements that benefit the entire PID Property, a minimum value to lien ratio of at least 2:1 (unless the City, in its sole discretion approves a lower value to lien ratio) based on final appraised value ofthe major improvement area as provided in a third-party appraisal for such area. This is not a restriction on the amount oft the levy and is solely intended to be a restriction on the issuance of bonds. There shall be no value to lien constraint for the levy of PID assessments. The City may not require the value to lien ratio for any PID Bonds to be higher than 2:1; provided that the value to lien ratio for any PID Bonds may be less than 2:1, in the discretion of the City's financial advisor, if either (a) the Bond Indenture contains a provision requiring a holdback of PID Bond proceeds in the amount of the difference between the value to lien ratio at the time ofissuance of the PID Bonds (based on the retail value in an independent appraisal) and 2:1 until substantial completion of the Public Improvements or (b) the City issues a subordinate series ofPID Bonds in aj principal amount equal to the amount of the difference between the value to lien ratio at the time of issuance of the PID Bonds (based on the retail lot value in an independent appraisal). 7.2 Cost Overrun. If the total cost of a PID Project exceeds the total amount of the estimated PID Project as provided in the PID Service and Assessment Plan for that PID Project (a "Cost Overrun"), the Developer shall be solely responsible for the remainder of the costs of that PID Project, except as provided in Section 7.3 below. 7.3 Cost Underrun. If, upon the completion of construction of a PID Project (or segment or section thereof), the total cost of a PID Project is less than the total amount of the estimated costs for that PID Project (a "Cost Underrun"), any remaining estimated costs may be used to pay Cost Overruns on any other PID Project. Prior to completion ofa all ofthe PID Projects (or segment or section thereof), any anticipated Cost Underruns may be applied to any Cost Overruns on any PID Project. If, upon completion of the PID Projects (or segment or section thereof) in any improvement category, there are funds remaining in any improvement categories, those funds can then be used to reimburse the Developer for any qualifying costs of the PID Projects (or segment or section thereof) that have not been previously paid. 7.4 Payment Process for Public Infrastructure. The City shall authorize reimbursement of the PID Project Costs from PID Bond proceeds or from collected Assessments pursuant to a Platinum Ranch & Crooked Cross Development Agreement Page 22 Reimbursement Agreement, as applicable. The Developer shall submit a Certification for Payment Form to the City (no more frequently than monthly) for PID Project Costs including a completed segment, section or portion of a PID Project, as approved by the City. The Certification for Payment Form is set forth in Exhibit I, as may be modified by the Bond Indenture or a Reimbursement Agreement, ifa applicable, though in the event of a conflict, the Bond Indenture shall control. The City shall review the sufficiency of each Certification for Payment Form (each completed and sufficient Certification for Payment Form a "Payment Certificate" ") with respect to compliance withthis Agreement, compliance with City Regulations, and compliance with the SAP. The City shall review each Payment Certificate within five (5) business days of receipt thereof and upon approval, certify the Payment Certificate pursuant to the provisionsof the Bond Indenture or Reimbursement Agreement, as applicable, and payment shall be made to the Developer or its designee pursuant to the terms of the Bond Indenture or Reimbursement Agreement, as applicable, provided that funds are available under the Bond Indenture or Reimbursement Agreement. If a Payment Certificate is approved only in part, the City shall specify the extent to which the Payment Certificate is approved and payment for such partially approved Payment Certificate shall bei made to the Developer pursuant to the terms of the Bond Indenture or Reimbursement Agreement, as applicable, provided funds are available. If the City requires additional documentation, timely disapproves or questions the correctness or authenticity oft the Payment Certificate, the City shall deliver a detailed Notice to the Developer within five (5) business days of receipt thereof, then payment with respect to disputed portion(s) oft the Payment Certificate shall not be made until the Developer and the City have jointly settled such dispute or additional information has been provided to the City's reasonable satisfaction. To the extent any future Reimbursement Agreement conflicts with this Agreement, the Reimbursement Agreement shall control. 7.5 Costs for Non-Bank Qualified Bonds. (a) Ifin any calendar year the City issues bonds, notes or other obligations as approved by the City Council for any given year in question that would constitute a qualified tax-exempt obligation but for the issuance of the PID Bonds or other bonds, notes or other obligations supporting public improvements for non-City owned development projects or City owned projects financed for a direct benefit to the non-City owned development projects, including either bonds authorized by Texas Tax Code Chapter 311 or bonds authorized by the PID Act, then the Developer shall pay to the City a fee (the "Bank Qualified Debt Fee") to compensate the City for the debt service savings the City would have achieved had the debt issued by the City been able to be classified as a qualified tax-exempt obligation provided that all other developers or owners benefitting from the City issuing debt are similarly burdened with an obligation to compensate the City. The Bank Qualified Debt Fee oft the Developer and all other developers or owners on whose behalf the City issues debt, will be calculated as follows: The net present value (calculated based on the Internal Revenue Service bond yield) oft the debt service savings that would have accrued to the City had it been able to issue qualified tax-exempt obligation debt multiplied by a fraction, the numerator of which is the amount of debt issued by the City for any particular owner or developer (including the Developer, as applicable) and the denominator of which is the total debt issued by the City for the benefit of all owners or developers (including the Developer, as applicable). Platinum Ranch & Crooked Cross Development Agreement Page 23 (b) To the extent any developer(s) or owner(s) (including the Developer, as applicable) has (have) paid the Bank Qualified Debt Fee for any particular calendar year, any such Bank Qualified Debt Fee paid subsequently by a developer or owner (including the Developer, as applicable) to the City applicable to the same calendar year shall be reimbursed by the City to the developer(s) or owner(s) (including the Developer, as applicable) as necessary SO as to put all developers and owners SO paying for the same calendar year in the required payment proportion as set forth above, said reimbursement to be made by the City within ten (10) business days after its receipt of such subsequent payments oft the Bank Qualified Debt Fee. (c) Ifin any calendar year the City issues PID Bonds on its own account that exceed the amount that would otherwise qualify the City for the issuance ofb bank qualified debt, or if the City fails to charge the Bank Qualified Debt Fee to any other developer or owner on whose behalf the City has issued debt and fails to cure such oversight, then no Bank Qualified Debt Fee shall be due under this provision and if any Bank Qualified Debt Fee had already been paid to the City under this provision, then such Bank Qualified Debt Fee shall be reimbursed promptly to the Developer from lawfully available and otherwise unencumbered funds. 7.6 PID Notices. When selling any of the Property after the PID is created, the Developer shall provide notices in a form required by and in compliance with Title 2, Chapter 5 ofthe Texas Property Code, as amended, to anyone who purchases property within the PID. 7.7 TIRZ. (a) Tax Increment Reinvestment Zone. Prior to the issuance of the first series of PID Bonds, the City, subject to the consent and approval ofthe City Council, will consider creation of a TIRZ coterminous with the Property as described in this Section 7.7. The Developer has requested that the TIRZ provide tax increment revenue generated from the TIRZ as a Chapter 380 grant as follows: thirty percent (30%) of the ad valorem tax increment generated by the TIRZ (i) for a period of up to forty (40) years or (i) until the aggregate amount ofthe City's TIRZincrement placed into the TIRZ Fund, including interest on any balance, totals One Hundred Fifty Seven Million ($157,000,000.00) whichever comes first, which will be collected by the City in accordance with the TIRZ Project and Finance Plan. (b) TIRZ Fund. In accordance with the TIRZ Project and Finance Plan and the TIRZ Act, the tax increment obtained from the TIRZ shall be placed into a separate TIRZ Fund. The monies in the TIRZ Fund shall be distributed to reimburse the Developer, in the form of Chapter 380 grants, for TIRZ projects and costs which promote local economic development and stimulate business and commercial activity in the City. 7.8 Chapter 380 Grant. In consideration of the Developer's agreements contained herein, the City, in accordance with Article III, Chapter 52-a of the Texas Constitution and the provisions ofChapter 380, and subject to the request ofthe Developer and the consent and approval of the City Council, shall consider an agreement under Chapter 380, substantially in the form attached hereto as Exhibit J, to make one or more grants to the Developer of TIRZ Funds, as described in Section 7.7(a), as an economic incentive for Developer'sd development ofthe Property as a master planned community as shown on the Concept Plan. Platinum Ranch & Crooked Cross Development Agreement Page 24 7.9 TIRZ Administrative Expenses. Administrative Expenses incurred by the City relating to the TIRZ shall be paid in accordance with the TIRZ Act and applicable TIRZ Project and Finance Plan prior to the paying of any Chapter 380 grant of TIRZ Funds to Developer. ARTICLE VIII EVENTS OF DEFAULT; REMEDIES 8.1 Events of] Default. No Party shall be in default under this Agreement until Notice of the alleged failure of such Party to perform has been given in writing (which Notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time to be determined based on the nature of the alleged failure, but in no event more than 30 days after written Notice ofthe alleged failure has been given). Notwithstanding the foregoing, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the Notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured and within such 30-day period gives written Notice to the non-defaulting Party oft the details of why the cure will take longer than 30 days with a statement of how many days are needed to cure. 8.2 Remedies. Ifa Party isi in default, the aggrieved Party may, at its option and without prejudice to any other right or remedy under this Agreement, seek any relief available at law or in equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act, or actions for specific performance, mandamus, or injunctive relief. NOTWITHSTANDING THE FOREGOING, HOWEVER, NO DEFAULT UNDER THIS AGREEMENT SHALL ENTITLE THE AGGRIEVED PARTY TO TERMINATE THIS AGREEMENT AND PREVENT THE DEVELOPER OR THE CITY FROM RECEIVING ANY REIMBURSEMENTS OR PAYMENTS DUE AND OWED TO THE DEVELOPER OR THE CITY UNDER THIS AGREEMENT, ANY REIMBURSEMENT AGREEMENT, OR TIRZ AGREEMENT. ARTICLE IX ASSIGNMENT AND ENCUMBRANCE 9.1 Assignment by Developer to Successors. (a) The Developer has the right (from time to time without the consent ofthe City, but upon written Notice to the City) to assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of the Developer under this Agreement, to any person or entity (an "Developer Assignee") that (i) is or will become an owner of any portion of the Property or (ii) is controlled by or under common control by the Developer and becomes an owner of any portion of the Property, provided that the Developeris not in default ofthis Agreement at the time of such assignment. Any receivables due under this Agreement, or under any Reimbursement Agreement may be assigned by the Developer without the consent of, but upon written Notice to the City. A Developer Assignee is considered the "Developer" and a "Party," 22 under this Agreement for purposes of the obligations, rights, title, and interest assigned to the Developer Assignee. Notice of each proposed assignment to a Developer Assignee shall be provided to the City at least fifteen (15) days after the effective date of the assignment, which Notice shall include Platinum Ranch & Crooked Cross Development Agreement Page 25 a copy ofthe assignment document together with the name, address, telephone number, and e-mail address (if available) ofa contact person representing the Developer Assignee. (b) Each assignment shall be in writing executed by the Developer and the Developer Assignee and shall obligate the Developer Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. A copy of each fully executed assignment to a Developer Assignee shall be provided to all Parties within fifteen (15) days after execution. From and after such assignment, the City agrees to look solely to the Developer Assignee for the performance of all obligations assigned to the Developer Assignee and agrees that the Developer shall be released from subsequently performing the assigned obligations and from any liability that results from the Developer Assignee' 's failure to perform the assigned obligations. (c) No assignment by Developer shall release Developer from any liability that resulted from an act or omission by Developer that occurred prior to the effective date of the assignment unless the City approves the release in writing. (d) The Developer shall maintain written records of all assignments made to Developer Assignees, including a copy of each executed assignment and the Developer Assignee's Notice information as required by this Agreement, and, upon written request from another Party, shall provide a copy of such records to the requesting person or entity. 9.2 Assignment by the City. The City has the right (from time to time without the consent ofthe Developer, but upon written Notice to the Developer) to assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of the City under this Agreement, to any agency, authority, or political subdivision of the state (a "City Assignee"). Notice of each proposed assignment to a City Assignee shall be provided to each other Party at least 15 days prior to the effective date of the assignment, which Notice shall include a copy of the proposed assignment document together with the name, address, telephone number, and e-mail address of a contact person representing the City Assignee who the other Party may contact for additional information. Each assignment shall be in writing executed by the City and the City Assignee and shall obligate the City Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. A copy of each fully executed assignment to a City Assignee shall be provided to all Parties within 15 days after execution. From and after such assignment, all Parties agree to look solely to the City Assignee for the performance of all obligations assigned to the City Assignee and agrees that the City shall be released from subsequently performing the assigned obligations and from any liability that results from the City Assignee's failure to perform the assigned obligations; provided, however, if a copy of the assignment is not received by the other Parties within 15 days after execution, the City shall not be released until the other Parties receive such copy ofthe assignment. No assignment by the City shall release the City from any liability that resulted from an act or omission by the City that occurred prior to the effective date of the assignment unless the other Parties approve the release in writing. The City shall maintain written records of all assignments made by the City to City Assignees, including a copy of each executed assignment and the City Assignee's Notice information as required by this Agreement, and, upon written request from another Party, shall provide a copy of such records to the requesting person or entity. Platinum Ranch & Crooked Cross Development Agreement Page 26 9.3 Collateral Assignments. The Developer and Developer Assignees have the right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of their respective rights, title, or interest under this Agreement for the benefit of their respective lenders without the consent of, but with prompt written Notice to, the City. The collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not, however, obligate any lendert to perform any obligations ori incur any liability under this Agreement unless the lender agrees in writing to perform such obligations or incur such liability. Provided the City has been given a copy of the documents creating the lender's interest, including Notice information for the lender, then that lender shall have the right, but not the obligation, to cure any default under this Agreement and shall be given a reasonable time to do SO in addition to the cure periods otherwise provided to the defaulting Party by this Agreement; and the City agrees to accept a cure offered by the lender as if offered by the defaulting Party. A lender is not a Party to this Agreement unless this Agreement is amended, with the consent ofthe lender, to add the lender as a Party. Notwithstanding the foregoing, however, this Agreement shall continue to bind the Property and shall survive any transfer, conveyance, or assignment occasioned by the exercise of foreclosure or other rights by a lender, whether judicial or non-judicial. Any purchaser from or successor owner through a lender of any portion of the Property shall be bound by this Agreement and shall not be entitled to the rights and benefits ofthis Agreement with respect to the acquired portion of the Property until all defaults under this Agreement with respect to the acquired portion ofthe Property have been cured. 9.4 Transfer of Warranties. Any Public Infrastructure that are transferred to the City shall be accompanied by all applicable third-party bonds and warranties related to construction and maintenance of such Public Infrastructure. 9.5 Assignees as Parties. An assignee authorized in accordance with this Agreement and for which Notice ofa assignment has been provided in accordance with this Agreement shall be considered a "Party" for the purposes oft this Agreement. With the exception of the End-Buyer of a lot within the Property, any person or entity upon becoming an owner ofland or upon obtaining an ownership interest in any part ofthe Property shall be deemed to be a "Developer" and have all ofthe obligations ofthe Developer as set forth in this Agreement and all related documents to the extent of said ownership or ownership interest. 9.6 No Third-Party Beneficiaries. This Agreement only inures to the benefit of, and may only be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third-party beneficiary of this Agreement. ARTICLE: X RECORDATION AND ESTOPPEL CERTIFICATES 10.1 Binding Obligations. This Agreement and all amendments hereto (including amendments to the Concept Plan as allowed in this Agreement) and assignments hereof shall be recorded in the deed records of each county within which the Property is located. This Agreement binds and constitutes a covenant running with the Property. Upon the Effective Date, this Agreement shall be binding upon the Parties and their successors and assigns permitted by this Agreement and forms a part of any other requirements for Development within the Property. This Platinum Ranch & Crooked Cross Development Agreement Page 27 Agreement, when recorded on or after the Effective Date, shall be binding upon the Parties and their successors and assigns as permitted by this Agreement and upon the Property; however, except the obligations of Developer, its successors and assigns, for compliance with City Regulations, this Agreement shall not be binding upon, and shall not constitute any encumbrance to title as to, any end-buyer.homehuyer of a fully developed and improved lot (an "End-Buyer"). 10.2 Estoppel Certificates. From time to time upon written request of the Developer, if needed to facilitate a sale of all or a portion of the Property or a loan secured by all or a portion of the Property, the City will execute a written estoppel certificatei in a form and substance satisfactory to the City, to its reasonable knowledge and belief, identifying any obligations of the Developer under this Agreement that are in default. The Developer shall pay the City $100 at the time of the Developer's request for an estoppel certificate for each request in excess of one per calendar year. ARTICLEXI ADDITIONAL PROVISIONS 11.1 Recitals. The recitals contained in this Agreement: (a) are true and correct as ofthe Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; (c) are legislative findings of the City Council of the City; and (d) reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent oft the Parties reflected by the recitals, would not have entered into this Agreement. 11.2 Notices. Any notice, payment or instrument required or permitted by this Agreement to be given or delivered to any Party shall be deemed to have been received when personally delivered or 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows ("Notice"): To the City: Attn: Planning & Development Director City of Gunter 105 N. 4th Street Gunter, TX 75085 With a copy to: Attn: Courtney Goodman-Morris Nichols Jackson LLP 500 N Akard Suite 1800 Dallas, Texas 75201 Platinum Ranch & Crooked Cross Development Agreement Page 28 To the Developer: Attn: Graham Maxey MM Platinum Ranch, LLC 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 With a copy to: Attn: Travis Boghetich Boghetich Law, PLLC 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Any Party may change its address or addresses for delivery of Notice by delivering written Notice of such change of address to the other Party. 11.3 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision ofthis Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for: nor against any Party, regardless of which Party originally drafted the provision. 11.4 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. 11.5 Authority and Enforceability. The City represents and warrants that this Agreement has been approved by official action by the City Council of the City in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do SO. The Developer represents and warrants that this Agreement has been approved by appropriate action of the Developer, and that the individual executing this Agreement on behalf ofthe Developer has been duly authorized to do SO. Each Party respectively acknowledges and agrees that this Agreement is binding upon such Party and is enforceable against such Party, in accordance with its terms and conditions and to the extent provided by law. 11.6 Entire Agreement. This Agreement, and any agreement related to fees to be charged by a homeowner's association to support public education, constitutes the entire agreement between the Parties and supersedes all prior agreements, whether oral or written, covering the subject matter ofthis Agreement. This Agreement shall not be modified or amended except in writing signed by the Parties. 11.7 Severability. If any provision of this Agreement is determined by a court of competentjurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement of the Parties, be rewritten to be enforceable and to give effect to the intent of the Parties; and (C) the remainder ofthis Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent oft the Parties. Platinum Ranch & Crooked Cross Development Agreement Page 29 11.8 Applicable Law; Venue. This Agreement is entered into pursuant to, and is to be construed and enforced, in accordance with, the laws oft the State of Texas, and all obligations of the Parties are performable in each county in which the Property is located. Exclusive venue for any action to enforce or construe this Agreement shall be in the County District Court in which any ofthe Property is located. 11.9 Non-Waiver. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which iti is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 11.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 11.11 Further Documents. The Parties agree that at any time after execution of this Agreement, they will, upon request of another Party, execute and deliver such further documents and do such further acts and things as the other Party may reasonably request in order to effectuate the terms of this Agreement. This provision shall not be construed as limiting or otherwise hindering the legislative discretion of the City Council seated at the time that this Agreement is executed or any future City Council. 11.12 Exhibits. The following exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A Legal Description oft the Property Exhibit A-1 Depiction of the Property Exhibit A-2 Legal Description of the Tate Property Exhibit A-3 Depiction oft the Tate Property Exhibit B Development Standards Exhibit C Concept Plan Exhibit D Trails and Open Space Plan Exhibit E Roadway Improvements Exhibit E-1 Right-Of-Way Sections Exhibit F [intentionally deleted] Exhibit G [intentionally deleted] Exhibit H [intentionally deleted] Exhibit I Certification for Payment Exhibit J Form 380 Agreement Exhibit K Home Buyer Disclosure Program Exhibit L Landowner Agreement 11.13 Governmental Powers: Waivers ofl Immunity. By its execution oft this Agreement, the City does not waive or surrender any of its respective governmental powers, immunities, or Platinum Ranch & Crooked Cross Development Agreement Page 30 rights except as provided in this section. The Parties acknowledge that the City waives its sovereign immunity as to suit solely for the purpose of adjudicating a claim under this Agreement. This is an agreement for the provision of goods or services to the City under Section 271.151 et seq. of the Texas Local Government Code. 11.14 Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended. The term "force majeure" shall include events or circumstances that are not within the reasonable control of Party whose performance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. 11.15 Amendments. This Agreement cannot be modified, amended, or otherwise varied, except in writing signed by the City and the Developer expressly amending the terms of this Agreement. 11.16 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. 11.17 Form 1295 Certificate. The Developer represents that it has complied with Texas Government Code, Section 2252.908 and in connection therewith, the Developer has completed a Texas Ethics Commission Form 1295 Certificate (the "Form 1295") generated by the Texas Ethics Commission's electronic filing system in accordance with the rules promulgated by the Texas Ethics Commission. The Developer further agrees to print the completed certificate and execute the completed certificate in such form as: is required by Texas Government Code, Section 2252.908 and the rules ofthe Texas Ethics Commission and provide to the City at the time of delivery of an executed counterpart of this Agreement, a duly executed completed Form 1295 Certificate. The City hereby confirms receipt of the Form 1295 from the Developer, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. The Parties agree that, except for the information identifying the City and the contract identification number, the City is not responsible for the information contained in the Form 1295 completed by the Developer. The information contained in the Form 1295 completed by the Developer has been provided solely by the Developer and the City has not verified such information. 11.18 Statutory Verifications. The Developer makes the following representation and verifications to enable the City to comply with Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Agreement. As used in such verifications, "affiliate" means an entity that controls, is controlled by, oris under common control with the Developer within the meaning ofSECRule 405, 17C.F.R. $ 230.405, and exists to make a profit. Liability for breach of any such verification prior to the expiration or earlier termination of this Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the contrary. Platinum Ranch & Crooked Cross Development Agreement Page 31 (a) Nota Sanctioned Company. The Developer represents that neither it nor any ofits parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes the Developer and each ofits parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. (b) No Boycott ofIsrael. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. (c) No Discrimination Against Firearm Entities. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, ifany, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a tirearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification, discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. (d) No Boycott of Energy Companies. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, ifany, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. (e) Iran, Sudan and Foreign Terrorist Organizations. The Developer represents that neither the Developer, nor their parent company, wholly-or majority-owned subsidiaries, and other affiliates are a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: phampalrisusgmpnaiysaalets tps/comptroleriexasgovpurchasing.dociran-listpd; pomplgrcusgwpeMpdhangselaent The foregoing representation is made pursuant to Section 2252.152, Texas Government Code, and to the extent such section does not contravene applicable federal law and excludes the Developer and each of the Developer's parent company, wholly-or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Developer understands laffiliate" as used in this Section 11.20 to mean any entity that controls, is controlled by, or is under common control with the Developer and exists to make a profit. 11.19 Original Development Agreement. Upon the Effective Date ofthis Agreement, the Original Development Agreement shall automatically and without further action by the City or the Platinum Ranch & Crooked Cross Development Agreement Page 32 Developer, terminate and be null, void and without further force or effect as to the Property. Effective as of the Effective Date ofthis Agreement, the Parties and their respective successors, assigns, heirs, affiliates, agents, servants, directors, officers, employees, and representatives fully and forever release and discharge each other and their respective successors, assigns, heirs, affiliates, agents, servants, directors, officers, employees and representatives (collectively, "Releasees" in their capacities as released parties hereunder), and all other persons acting for, under or in concert with Releasees, past or present, hereby release one another of and from any and all claims, demands, actions, causes of actions, suits, lawsuits, debts, liens, contracts, agreements, promises, obligations, damages, liabilities, losses, costs or expenses, including attorneys' fees, past or present, ascertained or unascertained, whether or not known, suspected or claimed to exist or which can hereinafter ever arise out of or result from or in connection with any act, omission, failure to act, breach or conduct suffered to be done or omitted to be done by Releasees, relating to any claims or issues arising from, in connection with, or surrounding the Original Development Agreement as to the Property. Upon request by the Developer, the City agrees to execute and have recorded in the Denton County Real Property Records a separate acknowledgement of termination for the Original Development Agreement as to the Property provided that the form of the acknowledgement must be mutually agreed to by Developer and City. 11.20 Effectiveness of Development Agreement. Notwithstanding anything contained herein to the contrary, this Agreement shall only become effective upon the Developer acquiring all of the Property, save and except the Tate Property. This condition does not require Developer to own all ofthe Property at the same time and the City acknowledges and agrees that the Effective Date and the effectiveness of this Agreement shall not be altered as the result of Developer transferring portions of the Property after Developer acquires such portion ofthe Property but prior to or after Developer has acquired the last portion of the Property (save and except the Tate Property). Specifically, the Parties acknowledge and agree that Developer has previously acquired various portions oft the Property to be utilized for mixed use purposes, and has subsequently sold such portions to the Mixed Use Owners. Ifthe Developer does acquire the Tate Property, then the Tate Property shall automatically be included in the definition of the Property for all purposes under this Agreement and ift the Developer fails to acquire the Tate Property within one, year after the Effective Date then this Agreement shall not be applicable to and shall be automatically released without further action by the parties as to the Tate Property only. [signatures on following pages] Platinum Ranch & Crooked Cross Development Agreement Page 33 EXECUTED by the City and the Developer on the respective dates stated below after approval of the City Council of the City on 2025. CITY OF GUNTER, TEXAS By: Name: Karen Souther Title: Mayor ATTEST: Name: Detra Gaines Title: City Secretary STATE OF TEXAS COUNTY OF GRAYSON This instrument was acknowledged before me on the day of 2025, by Karen Souther, the Mayor of the City of Gunter, Texas, on behalf of said City. Notary Public, State ofTexas Platinum Ranch & Crooked Cross Development Agreement Page 34 DEVELOPER: MM Platinum Ranch, LLC, a' Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: Name: Mehrdad Moayedi Its: Manager STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the day of 2025 by Mehrdad Moayedi, Manager of2M Ventures, LLC, as Manager ofMMM Ventures, LLC, as Manager of MM Platinum Ranch, LLC, a Texas limited liability company on behalf of said company. Notary Public, State of Texas Platinum Ranch & Crooked Cross Development Agreement Page 35 DEVELOPER: MM Platinum East, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: Name: Mehrdad Moayedi Its: Manager STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the day of 2025 by Mehrdad Moayedi, Manager of 2M Ventures, LLC, as Manager OfMMM Ventures, LLC, as Manager of MM Platinum East, LLC, a Texas limited liability company on behalf of said company. Notary Public, State of Texas Platinum Ranch & Crooked Cross Development Agreement Page 36 DEVELOPER: MM Platinum West, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: Name: Mehrdad Moayedi Its: Manager STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the day of 2025 by Mehrdad Moayedi, Manager of2M Ventures, LLC, as Manager ofMMM Ventures, LLC, as Manager of MM Platinum West, LLC, a Texas limited liability company on behalf of said company. Notary Public, State ofTexas Platinum Ranch & Crooked Cross Development Agreement Page 37 MIXED USE OWNER: CELINA GUNTER ECR TRACK-3 LLC, a Texas limited liability company By: Name: Title: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2025 by as of CELINA GUNTER ECR TRACK-3 LLC, a' Texas limited liability company on behalf of said company. Notary Public, State ofTexas Platinum Ranch & Crooked Cross Development Agreement Page 38 MIXED USE OWNER: 4SQUARE ELMCREEK LP LLC, a Texas limited partnership By: 4Square Elmcreek LLC, a Texas limited liability company, its General Partner By: Name: Udaya Vanteru Title: Managing Member By: Name: Nagaraju Chidurala Title: Managing Member By: Name: Ravikiranreddy Komatireddy Title: Managing Member By: Name: Sai Abhishek Boyanapally Title: Managing Member By: Name: Narendra Ayyapuraju Title: Managing Member STATE OF TEXAS 8 COUNTY OF This instrument was acknowledged before me on the day of 2025 by Narendra Ayyapuraju, Sai Abhishek Boyanapally, Ravikiranreddy Komatireddy, Nagaraju Chidurala, Udaya Vanteru, as Managing Members of4Square Elmcreek LLC, as General Partner of 4SQUARE ELMCREEK LP LLC, a Texas limited liability company on behalf of said company. Notary Public, State ofTexas Platinum Ranch & Crooked Cross Development Agreement Page 39 MIXED USE OWNER: CROOKED CROSS GUNTER LP LLC, a Texas limited liability company By: Name: Title: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2025 by as of CROOKED CROSS GUNTER LP LLC, a Texas limited liability company on behalf of said company. Notary Public, State ofTexas Platinum Ranch & Crooked Cross Development Agreement Page 40 MIXED USE OWNER: SILEO SILOS LLC, a Texas limited liability company By: Name: Its: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2025 by as of SILEO SILOS LLC, a Texas limited liability company on behalf of said company. Notary Public, State ofTexas Platinum Ranch & Crooked Cross Development Agreement Page 41 MIXED USE OWNER: RSMI ELITE HOLDINGS LLC, a Delaware limited liability company By: Name: Rajesh Velnati Title: Authorized Representative STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2025 by as of RSMI ELITE HOLDINGS LLC, a Delaware limited liability company on behalf of said company. Notary Public, State ofTexas Platinum Ranch & Crooked Cross Development Agreement Page 42 MIXED USE OWNER: POURING RAIN LLC, a Texas limited liability company By: Name: Jaya Deepika Bathina Title: Manager STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2025 by as ofPOURING RAIN LLC, a Texas limited liability company on behalf of said company. Notary Public, State ofTexas Platinum Ranch & Crooked Cross Development Agreement Page 43 MIXED USE OWNER: AVANI CC RANCH LP, a' Texas limited partnership By: Avani CC Ranch GP LLC, a Texas limited liability company, its General Partner By: Name: Kiran Kumar Reddy Dhanda Title: Managing Member STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2025 by Kiran Kumar Reddy Dhanda, Managing Member of Avani CCI Ranch GPJ LLC as General Partner of AVANI CC RANCH LP, a Texas limited partnership on behalf of said limited partnership. Notary Public, State ofTexas Platinum Ranch & Crooked Cross Development Agreement Page 44 MIXED USE OWNER: GUNTER PLATINUM RANCH DNT LP LLC, a Texas limited liability company By: Name: Srinivasulu Mupparaju Title: Authorized Representative STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2025 by as OfGUNTER PLATINUM RANCH DNT LP] LLC, a' Texas limited liability company on behalf of said company. Notary Public, State ofTexas Platinum Ranch & Crooked Cross Development Agreement Page 45 MIXED USE OWNER: 4SQR PLATINUM GUNTER LP LLC, a Texas limited partnership By: 4Square Platinum LLC, a Texas limited liability company, its General Partner By: Name: Udaya Vanteru Title: Managing Member By: Name: Nagaraju Chidurala Title: Managing Member By: Name: Ravikiranreddy Komatireddy Title: Managing Member By: Name: Sai Abshishek Boyanapally Title: Managing Member By: Name: Narendra Ayyapuraju Title: Managing Member STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2025 by Narendra Ayyapuraju, Sai Abhishek Boyanapally, Ravikiranreddy Komatireddy, Nagaraju Chidurala, Udaya Vanteru, as Managing Members of4Square Platinum LLC, as General Partner of 4SQR PLATINUM GUNTER LP LLC, a Texas limited liability company on behalf of said company. Notary Public, State ofTexas Platinum Ranch & Crooked Cross Development Agreement Page 46 MIXED USE OWNER: MTAK Properties LLC a Texas limited liability company By: Name: Title: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2025 by as OfMTAK Properties LLC, a Texas limited liability company on behalf of said company. Notary Public, State ofTexas Platinum Ranch & Crooked Cross Development Agreement Page 47 MIXED USE OWNER: FRISCO PAIN CENTER, LLC a Texas limited liability company By: Name: Title: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2025 by as of FRISCO PAIN CENTER, LLC, a Texas limited liability company on behalf of said company. Notary Public, State ofTexas Platinum Ranch & Crooked Cross Development Agreement Page 48 MIXED USE OWNER: CR60 PLANTINUM RANCH LP LLC, a Texas limited liability company By: Name: Srinivasulu Mupparaju Title: Authorized Representative STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2025 by as ofCR60 PLANTINUM RANCH LP. LLC, a Texas limited liability company on behalf of said company. Notary Public, State of Texas Platinum Ranch & Crooked Cross Development Agreement Page 49 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY Platinum Ranch & Crooked Cross Development Agreement Page 50 EXHIBIT A-1 DEPICTION OF THE PROPERTY Platinum Ranch & Crooked Cross Development Agreement Page 51 EXHIBIT A-2 DESCRIPTION OF THE TATE PROPERTY Platinum Ranch & Crooked Cross Development Agreement Page 52 EXHIBIT A-3 DEPICTION OF THE TATE PROPERTY Platinum Ranch & Crooked Cross Development Agreement Page 53 EXHIBIT B DEVELOPMENT STANDARDS Planned Development Regulations 1.0 Single Family Residential Regulations 1.1 Single-Family Residential District Overview: The base zoning district for all single-family tracts will be the SF-2 Single Family district unless otherwise specified in this PD. All City of Gunter ordinances will apply unless specifically stated in this PD. Tree preservation and mitigation shall be in accordance with Section 7 ofthis PD and City of Gunter Zoning Ordinance, Appendix I: Landscaping Requirements. The permitted uses shall be SF-2 Single-Family district Uses, referred to herein, and the associated uses defined in sections. fi) Additional. Permitted Uses: Grazing and Agricultural Uses for raw land Community Facility Uses Public and private parks, recreational and open space including but not limited to playgrounds, parkways, greenbelts, ponds and lakes, botanical gardens, pedestrian paths, bicycle paths, trails, nature centers, and amenity centers Temporary structure for storage ofbuilding materials and equipment used fori initial residential construction. This shall include temporary trailers for construction and sales activity. Provided, such temporary structures shall be removed upon completion of such phase of construction, unless such structure will be utilized in an immediately subsequent phase of construction. School, daycare, pre-k through 12 (public or private) Temporary concrete batch plant which location shall meet City regulations or shall be agreed upon by the City and Developer during the initial preconstruction meeting. Model homes Sewer Lift Station, MSUD Water Well Sites, MSUD Ground Storage Tanks, MSUD Elevated Storage Tank, Wastewater Treatment Plant. (ii) Single Family General Area Regulations (applicable to all Single Family lot types): Maximum Height: 35 Feet Minimum Side Yard: 5 Feet standard and 15 Feet for a 60' or 70' corner lot and 10 feet for a 50' corner lot. Minimum Rear Yard: 15 Feet for primary structure. 10 Feet for open porch or gazebo type structures. Minimum Front Yard: 25 Feet. Covered Front Porches may extend over the front building setback line up to five feet (5'), but Front Porches are not required. The front yard setback shall be measured from the property line to the front face ofthe Crooked Cross & Platinum Ranch Development Agreement Page 54 building, covered porch, or covered terrace. Eaves and roof extensions or a porch without posts or columns may project into the required front yard for a distance not to exceed four (4) feet and subsurface structures, platforms, or slabs may not project into the front yard to a height greater than thirty (30) inches above the average grade of the yard. Maximum Lot Coverage: 60% The lot widths shall be measured along the arc ofthe primary structure setback line. For Cul-de-sacs and eye-browslelbows the minimum lot width measured at the building line may, be reduced by a maximum offive (5) feet; the minimum lot width measured at the right-of-way line shall be thirty-five (35) feet. Side lot lines may deviate from perpendicular to the right-of-way up to 15 degrees upon the approval of a Minor Waiver per the City Regulations. Single family lots may front onto and have driveway access to the E/W floodplain crossing road. No single family lots shall front on Major or Arterial streets. Single family lots may face the side of a similar lot, i.e., Reverse Corner Lots and Interior Lots may back up to Key Lots. Maximum cul-de-sac length may be up to one thousand (1,000) feet. Garage Orientation: All garages may face the street or be -SwingSwing-n. Garages may intrude a maximum of 8 feet in front of the front façade or front edge of porch, but in all events must honor the minimum 25-foot front setback. Garage doors must be ornamental or contain decorative hardware. For J-Swing garages orhomes with a side swing garage entry only, the front façade of the garage side entry shall be allowed to impede the front building line by up to 5 feet. The off-street residential parking requirement is two (2) enclosed vehicle spaces for each dwelling unit and two (2) exterior parking in the driveway. fiii) Minimum Architectural Requirements (applicable to all Single Family lot types): Masonry: Minimum of 80% overall as brick, stone, or stucco. 75% of front elevation as brick, stone, or three coat stucco. No EIFS shall be permitted. No front house elevation on a single-family residence shall bei repeated on the same side ofthe street unless iti is separated by a minimum ofthree (3) lots from the same elevation. No front house elevation on a single-family residence shall be repeated directly across the street or within two (2) lots of one another on either side of the residence and on either side of the street. Same Side of Street. No combination of brick color and stone shall be repeated for every two residences. Street and alley intersections are acceptable separation elements. The minimum roof slope may not be less than a 6-in-12 slope, except for accent roof(s) which may be a minimum 4-in-12, without the express written consent of the City. Crooked Cross & Platinum Ranch Development Agreement Page 55 Front yard fencing is not allowed unless such fencing is four feet or lower and ornamental opaque. Front yard fencing shall not be required. The side and rear yard areas of each single-family lot shall be fenced beginning at least five (5') feet from the front façade of a residence on that lot. All fencing adjacent to public ROW, open spaces, or public view on a lot shall be no less than six feet (6") in height from grade, and shall be constructed board-on- board, of spruce wood or better with steel posts. Posts for all wood fences must not be visible on any fence facing the street, front ofal home, any Common Area, Open Space or other highly visible area. Fencing for interior Lots not visible from any visibly public standpoint shall be board-on-board, spruce or better. All wood fences shall adjust for grade and maintain at least one inch (1") gap between the ground and wood to prevent rotting or decay. Metal posts spacing should be no more than eight feet (8") on center or less and set in concrete post footings of a minimum of 24" deep for six foot (6) high fences. All fencing for single family lots shall be constructed by the home builder and shall be made of spruce wood or better with steel posts. All fencing for single family lots adjacent to amenity centers, greenbelts, parks or open spaces shall be black wrought iron, tubular steel, or decorative metal fencing and a minimum of six feet and not to exceed eight feet in height. (iv) Minimum Single Family Landscaping Requirements (applicable to all Single Family lot types): For every lot: At least one (1) canopy and one (1) ornamental trees of a minimum 3"-caliper in the front yard and at least one (1) additional canopy tree with a minimum of3"-caliper in a location determined by the builder. Shrubbery and Planting Beds: Each single family lot shall contain at least one (1) ornamental tree and have planting beds containing a minimum of fifteen one (1) gallon shrubs and six (6) three gallon shrubs. Drought tolerant/xeriscape may be considered at City and ACC's discretion, and depending on the bed size, this number may be adjusted by the Builder upon written permission from the ACC. These shrubs and planting beds shall be planted by the homebuilder. Trees shall be planted in locations as generally described herein but shall be subject to approval by the ACC. Full yard (front, side, and rear) sod and irrigation system required for all single family lots. St. Augustine shall not be permitted. Native turf grass, Bermudagrass, Buffalograss type shall be utilized. (v) Lot Type A Specific Regulations - 70' Lot: Minimum Lot Area: The minimum lot area shall be eight thousand fifty (8,050) square feet. Minimum Side Yard: 5 Feet, except for corner lots in which case it will be 15 Feet Crooked Cross & Platinum Ranch Development Agreement Page 56 Minimum Lot Width: 70 Feet Minimum Lot Depth: 115 Feet Minimum Air Conditioned Square Feet: 1,800 (vi) Lot Type B Specific Regulations - 60' Lot: Minimum Lot Area: The minimum lot area shall be six thousand nine hundred (6,900) square feet. Minimum Side Yard: 5 Feet, except for corner lots in which case it will be 15 Feet Minimum Lot Width: 60 Feet Minimum Lot Depth: 115 Feet Minimum Air Conditioned Square Feet: 1,700 (vii) Lot Type CSpecific Regulations - 50'1 Lot: Minimum Lot Area: The minimum lot area shall be five thousand seven hundred fifty (5,750) square feet. Minimum Side Yard: 5 Feet, except for corner lots in which case it will be 10 Feet Minimum Lot Width: 50 Feet Minimum Lot Depth: 115 Feet Minimum Air Conditioned Square Feet: 1,500 (vili) Lot Counts: The PD District shall not exceed 4,200 lots, excluding the villa district residential and unless Gunter ISD chooses not to take any ofthe school sites, in which case there may be additional Type B Lots, unless backing up to or adjacent to open space, then additional Type A Lots. The Percentages of1 lots per Lot Type is as follows: Lot Type A: 10% Minimum Lot Type B: 20% Minimum Lot Type C: 70% Maximum 2.0 Villa District Regulations 2.1 Villa District Overview: The Villa district is an attached or detached residential district intended to provide a residential density of up to ten (10) units per gross acre. This district may be platted as one large lot or as individual lots at the Developer's discretion. The units in this district shall not result in a decrease of allowed single family lots or multifamily units. fi) General Villa District Regulations. Density: Maximum of10 units per acre. Maximum Height: Two (2) stories or Thirty Five (35) feet. Provided, Villas located directly adjacent to Lot Type A, B, or C, shall be one (1) story. Minimum Lot Area: Two thousand (2,000) square feet per dwelling unit. Minimum Lot Width: Twenty Two (22) feet Crooked Cross & Platinum Ranch Development Agreement Page 57 Minimum Lot Depth: Ninety (90) feet Minimum Side Yard: Five(5) feet unless attached product. Ifattached product there shall be no side yard requirement except that between buildings there will be a minimum of ten (10) feet. For example, ifa townhome style product is constructed here, the typical individual townhome will be attached on both or one side, but there will be a minimum of ten (10) feet from one pack oft townhomes to the next. Minimum Front Yard: Ten (10) Feet Minimum Rear Yard: Five (5) Feet Minimum Air Conditioned Square Feet: 900 Square Feet Maximum Lot Coverage: Eighty (80) percent No less than 1.5 parking spaces per unit. Open Space: Minimum oftwenty (20) percent Masonry: Minimum of 50% overall as brick, stone, or three coat stucco. 75% of front elevation as brick, stone, or stucco, but no EIFS shall be permitted Fencing: Attached products are not required to have fencing. Detached products should have the same fencing requirements as the single family district. 3.0 Mixed Use District 3.1 Mixed Use District Overview: The Mixed Use District will allow for multifamily and commercial uses. The base zoning district for retail/commercial tracts will be the C-2 district unless otherwise specified in this PD. The base zoning district for multifamily tracts will be the MF district unless otherwise specified in this PD. All City of Gunter ordinances that exist at the time ofI Development Agreement execution will apply unless otherwise specifically stated in this PD, and tree preservation and mitigation shall be in accordance with Section 7 of this PD. The permitted uses shall be the C-2 district and MF district uses, referred to herein, and the associated uses defined in City of Gunter Zoning Ordinance, or as indicated in Chapter 25 Use ofLand and Buildings, as amended herein. The following regulations shall also be applicable: (A)] Mixed Use - Commercial: (i), Retail.commercia area regulations: Minimum front yard: twenty (20) feet; all yards adjacent to a street shall be considered front yards. Minimum side yard: Ten (10) feet; twenty five (25) feet inclusive of a landscape buffer when adjacent to a residential lot. Minimum rear yard: fiiteen (15) feet Any building that is located adjacent to (and not across any right-of-way from) any existing single-family detached zoning district shall be setback from the applicable perimeter property line a distance equal to the height of the building, but not less than twenty-five (25) feet with a landscape buffer. Crooked Cross & Platinum Ranch Development Agreement Page 58 Minimum open space requirement. 20% ofthe total lot area pursuant to the Open Space Regulations outlined in Section 4.0 of this PD. Landscape islands shall be incorporated into parking areas for retail/commercial development, and shall be planted with trees and shrubs or ornamental grasses. The total area for landscape islands should be a minimum of 5% landscaping which shall NOT be included in the 20% calculation. Landscaping requirements shall comply with City of Gunter C-2 district, unless as otherwise amended herein. Maximum impervious surface. 80% ofthe total lot area, including main buildings, accessory buildings, parking lots, drive lanes, fire lanes, and loading areas. Building size for nonresidential structures. The building footprint area shall not exceed 85,000 square feet in size. Footprints exceeding this size shall only be permitted via SUP from the City. Parking: Per City Code. (B) Multifamily District: (i) Multifamily General regulations: Maximum twenty four (24) dwelling units per acre, unless otherwise permitted by the City. Garden Style multifamily shall be permitted by right, other styles of multifamily (for example, multifamily stacked on top of commercial) may be permitted via SUP from the City. A minimum of twenty (20) percent ofthe gross acreage oft tract will be reserved as open space. Any detention areas utilized towards the calculation of the minimum open space requirement will be landscaped with trees spaced at not greater than sixty feet (60') centers (or tree massings/cluster trees SO that total amount of trees are equal to the quantity as would be required if following 60 centers) and improved with five-foot (5') sidewalk, which shall be concrete or decomposed granite, and benches on a minimum of two (2) sides. Open space must be maintained through a Property Owner's Association (POA). Landscaping requirements shall comply with City ofGunter Ordinances. Lot coverage maximum of 70% of the gross area, including main buildings and accessory buildings, but not including parking lots, roads, drives, alleys, and loading areas. Maximum Height of four (4) stories or sixty five (65') feet, unless otherwise approved by the City by a special use permit. Where adjacent to single family, the minimum front, side, and rear yard setback shall be thirty (30) feet with landscape buffer screening comprising of3" Canopy Tree every 50' (clusters are allowed) and at least 35% of linear footage of wall covered by shrubs minimum 36" height at time of planting and masonry minimums of six feet in height. Where adjacent to non-single family, the minimum front, side, and rear yard setback shall be twenty (20) feet. Crooked Cross & Platinum Ranch Development Agreement Page 59 (ii) Multifamily Parking regulations: 1.75 spaces per one-bedroom unit. 2 spaces per two-bedroom unit. 2.5 spaces per three-bedroom unit. 3 spaces per unit with four or more bedrooms. At least twenty percent (20%) of the parking spaces shall be constructed as a combination of structured parking, covered parking, or enclosed parking (garage). Parking areas shall comply with the City of Gunter landscaping requirements existing at the time of development. 4.0 Open Space Regulations (). Open Space regulations: The overall development shall consist of a minimum of twenty (20) percent open space as shown on the Concept Plan. Open space in any district may consist of floodplain, pocket parks, ponds, landscape areas, amenity centers, open spaces, Community Park, SCS reservoir/setback, natural amphitheater, passive recreation, detention areas, landscape setbacks/buffers, etc. This will satisfy all open space/park dedication and open space/park related fees. Where residential lots are directly adjacent to a park/open space any lot line of a residential lot may be adjacent to the park/open space, i.e., lots may back to open space/parks or side to open space/parks and must comply with the fencing requirements in section 1.1(iii) oft this PD 5.0 Screening Regulations (i). Multifamily and Commercial Screening: Requirements shall conform to City of Gunter Ordinances. When adjacent to single family, a minimum six (6) foot masonry wall is required. The obligation to construct the wall shall be with the multifamily or commercial owner. Double fencing ifSF is constructed first, should be avoided. (ii) Single Family Residential: The screening requirement for all single family lot types where adjacent to main thoroughfares shall be, at Developer's discretion, (a) a six (6) foot solid masonry wall, (b) 6' Ornamental fencing with Landscaping (with live screening consisting of shrubs at 36" height at time of planting and a 3" caliper canopy tree every 50 feet, or a combination of (a) and (b). 6.0 Trail Standards (i) General Trail standards: Crooked Cross & Platinum Ranch Development Agreement Page 60 No bridges/culverts shall be required, unless agreed to by the City and Developer. Trails shall be constructed as depicted on the Trail Plan. Trails shall be constructed when the adjacent phase is constructed. Trails shall be not less than six (6) feet in width and constructed with concrete, decomposed granite, or hard non-concrete surface where appropriate. There shall be no minimum width level surface requirement, i.e., where trails exist, the surface will be level for at least the width of the trail and will not have to be level for areas outside ofthe width of the trail itself. 7.0 Tree Mitigation (i) Tree Mitigation: City and Developer acknowledge and agree that the trees required to be planted pursuant to this PD shall suffice and therefore no tree preservation/mitigation shall be required. Accordingly, the requirement for a Tree Survey or any Mitigation of any tree for this development is removed and not required. Provided, Developer agrees to comply with all tree mitigation requirements in accordance with City of Gunter Zoning Ordinance Appendix I: Landscaping Regulations, and no tree mitigation shall be required for the removal of a tree located within an anticipated street, in a sight triangle, in clear zone of a public street, or within a single family residential lot, as depicted on the Concept Plan. 8.0 Street Lights (i) Street lights: Other than standard in tract street lights, which shall be located as recommended based on a photometric analysis, or every 250 feet, in Developer's discretion, street lights shall only be installed on divided thoroughfares where Developer is constructing one full roadway section edge. For the avoidance of doubt, Developer shall only be obligated to construct street lights on the portions of the roadways constructed by Developer which are adjacent to the Development. 9.0 Subdivision Ordinance () General Subdivision regulations: Sidewalks will be 4' wide for all residential districts, but 5' wide along arterial roadways. Parkland Dedication/Open Space requirement shall only be as required in this PD and no park fees or other park dedications are required outside of those contemplated by this PD and this DA. Ifrequired, pursuant to the DA, to upgrade streets adjacent to the development, Developer will only be responsible for the two lanes adjacent to the Crooked Cross & Platinum Ranch Development Agreement Page 61 development and not responsible for obtaining or dedicating any future ROW for stree/thoroughtares not contemplated in DA/PD. 10.0 Special Regulations () Special Regulations: Utility and drainage easements may be split between property lines at the option ofthe Developer or franchise utility provider. The Developer or Homebuilder will be able to obtain building permits upon substantial completion of waterlines and streets sufficient to provide fire protection to the lot for which the permit is issued if final plat for that phase or section has been approved and filed. Provided, however, that homebuilders are entitled to a minimum of3 building permits per homebuilder for model homes only prior to substantial completion. The Developer may commence grading operations after preliminary plat and one round ofreview of grading plans without a grading permit from the city at the Owner's risk 11.0 Right-of-Way () Special Regulations: Right-of-way sections shall be shown on the attached Exhibit A. Crooked Cross & Platinum Ranch Development Agreement Page 62 EXHIBIT A TO DEVELOPMENT STANDARDS RIGHT-OF-WAY SECTIONS Crooked Cross & Platinum Ranch Development Agreement Page 63 EXHIBITC CONCEPT PLAN Crooked Cross & Platinum Ranch Development Agreement Page 64 EXHIBIT D TRAILS AND OPEN SPACE PLAN Crooked Cross & Platinum Ranch Development Agreement Page 65 EXHIBIT. E ROADWAY IMPROVEMENTS Crooked Cross & Platinum Ranch Development Agreement Page 66 EXHIBIT E-1 RIGHT-OF-WAYS SECTIONS Crooked Cross & Platinum Ranch Development Agreement Page 67 EXHIBITE INTENTIONALLY DELETEDI Crooked Cross & Platinum Ranch Development Agreement Page 68 EXHIBIT G INTENTIONALLY DELETEDI Crooked Cross & Platinum Ranch Development Agreement Page 69 EXHIBIT H INTENTIONALLY DELETED] Crooked Cross & Platinum Ranch Development Agreement Page 70 EXHIBITI CERTIFICATION FOR PAYMENT The undersigned is an agent for (the "Developer") and requests payment from the Improvement Account of the Project Fund (as defined in the Bond Indenture) from the City of Gunter, Texas (the "City")in the amount of$ for labor, materials, fees, and/or other general costs related to the creation, acquisition, or construction of certain Authorized Improvements related to the Public Improvement District. Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Bond Indenture. In connection to the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this payment request form on behalf of the Developer and is knowledgeable as to the matters set forth herein. 2. The payment requested for the below referenced Authorized Improvement(s) has not been the subject of any prior payment request submitted for the same work to the City or, if previously requested, no disbursement was made with respect thereto. 3. The amount listed for the Authorized Improvement(s) below is a true and accurate representation oft the Actual Costs associated with the creation, acquisition, or construction of said Authorized Improvement(s); and such costs: (i) are in compliance with the Bond Indenture; and (i) are consistent with the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions oft the Development Agreement, the Bond Indenture, and the Service and Assessment Plan. 5. All conditions set forth in the Bond Indenture for the payment hereby requested have been satisfied. 6. The work with respect to the Authorized Improvement(s) referenced below (or their completed segment, section or portion thereof) has been completed and the City may begin inspection oft the Authorized Improvement(s). 7. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. Payments requested are as follows: a. X amount to Person or Account Y for Z goods or services. b. Etc. Crooked Cross & Platinum Ranch Development Agreement Page 71 As required by the Bond Indenture, the Actual Costs for the Authorized Improvement(s) shall be paid as follows: Amount to be paid from Authorized Improvement: the Project Fund Total Cost of Authorized Improvement Attached hereto, are receipts, purchase orders, Change Orders, and similar instruments which support and validate the above requested payments. Pursuant to the Development Agreement, after receiving this payment request, the City is authorized to inspect the Authorized Improvement (or completed, section or portion thereof segment) and confirm that said work has been completed in accordance with all applicable governmental laws, rules, and Plans. I hereby declare that the above representations and warranties are true and correct. Developer: MM Platinum Ranch, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: Name: Mehrdad Moayedi Its: Manager Date: Crooked Cross & Platinum Ranch Development Agreement Page 72 APPROVAL OF REQUEST BY CITY The undersigned is in receipt of the attached Certification for Payment. After reviewing the Certification for Payment, the Certification for Payment is approved and the Trustee is directed to disburse the requested payments from the Improvement Account of the Project Fund, in accordance with the Certification for Payment. The City's approval of the Certification for Payment shall not have the effect ofe estopping or preventing the undersigned from asserting claims under the Bond Indenture, the Service and Assessment Plan, any other agreement between the parties or that there is a defect in the Authorized Improvement. CITY OF GUNTER, TEXAS By: Name: Title: Date: Crooked Cross & Platinum Ranch Development Agreement Page 73 EXHIBIT J FORM 380 AGREEEMNT TIRZNO. ECONOMIC DEVELOPMENT AGREEMENT This TIRZ No. Economic Development Agreement (the "Agreement") is entered 2025 "Effective and between the into as of the day of (the Date"), by CITY OF GUNTER, TEXAS, (the "City"), MM PLATINUM RANCH, LLC, a Texas limited liability company (the "Developer"), and the BOARD OF DIRECTORS (the "Board") of Reinvestment Zone Number City of Gunter, Texas (the "TIRZ") created pursuant to the provisions of Chapter 311, Texas Tax Code, as amended (the "Act"). RECITALS WHEREAS, the City, the Developer, and the Board are sometimes collectively referenced in this Agreement as "Parties" or, each individually, as a "Party";a and WHEREAS, the TIRZ was created pursuant to Ordinance No. adopted by the City Council oft the City (the "City Council") on pursuant to the Act; and WHEREAS, on pursuant to Ordinance No. the City Council approved a Final Project and Finance Plan for the TIRZ (the "Project and Financing Plan"); and WHEREAS, the boundaries of the TIRZ are described by metes and bounds and depicted on Exhibit "A" attached hereto and made a part hereof for all purposes (the "Property"); and WHEREAS, the Project and Financing Plan provides for the collection of thirty percent (30%) oft the City's collected ad valorem tax increment (i) for a period ofup to forty (40)years, or (ii) until the aggregate amount ofthe City's TIRZincrement placed into the TIRZ Fund, including interest on any balance, totals One Hundred Fifty Seven Million and 00/100 Dollars ($157,000,000.00), whichever comes first; and WHEREAS, the TIRZ Funds are intended by the Board and the City to be dedicated to the payment of Administrative Expenses and a Chapter 380 grant to the Developer as set forth in the Project and Finance Plan as consideration for the Developer's undertaking ofthe development for the Property (the "Development") as set forth in that certain Platinum Ranch & Crooked Cross Development Agreement between the City and Developer, effective as of and as may be amended from time to time (the Development. Agreement" "); and WHEREAS, Article III, Section 52-a ofthe Texas Constitution and Chapter 380 of Texas Local Government Code provide constitutional and statutory authority for establishing and administering the Program (hereinafter defined) to provide grants or incentives of public money local economic development and to stimulate business and commercial activity in the to promote City; and Page 74 Crooked Cross & Platinum Ranch Development Agreement WHEREAS, Article III, Section 52-a of the Texas Constitution provides that the development and diversification ofthe economy ofthe state is a public purpose; and WHEREAS, the City has found that providing a grant of funds to Developer in exchange for Developer's undertaking of the Development will promote local economic development and stimulate business and commercial activity and create jobs within the City (the "Program" ); and WHEREAS, the City has determined that the Program will directly establish a public purpose and that all transactions involving the use of public funds and resources in the establishment and administration of the Program contain controls likely to ensure that public purpose is accomplished; and WHEREAS, the Parties have agreed for the Developer to undertake the Development as set forth in the Development Agreement, and the Development Agreement and documentsrelated to the TIRZ contain controls to ensure the public purpose is accomplished; and WHEREAS, but for the Developer undertaking the Development, the TIRZ would not generate sufficient TIRZincrement to provide the grant to the Developer as set forth in the Project and Financing Plan; and WHEREAS, pursuant to Section 311.010(h) of the Act, the Board may establish and provide for the administration of one or more programs, including the Program, for the public purposes of developing and diversifying the economy of the zone, eliminating unemployment and underemployment in the zone, and developing or expanding transportation, business, and commercial activity in the zone, including programs to make grants and loans from the tax increment fund of the zone in an aggregate amount not to exceed the amount of the tax increment produced by the municipality and paid into the tax increment fund for the zone for activities that benefit the zone and stimulate business and commercial activity in the zone, and the Board has all the powers of a municipality under Chapter 380, Texas Local Government Code; and WHEREAS, the City and the Board intend for the TIRZ Revenues collected from the City ad valorem TIRZ increment to provide an economic development grant to the Developer pursuant to Chapter 380, Texas Local Government Code, as amended ("Chapter 380"), to be paid annually for the remaining balance of the monies in the TIRZ Fund after payment of TIRZ administrative expenses; and WHEREAS, capitalized terms used but not defined herein shall have the meanings given to them in the Project and Financing Plan. NOW, THEREFORE, for and in consideration ofthe mutual covenants of the Parties set forth in this Agreement and for other good and valuable consideration the receipt and adequacy of which are acknowledged and agreed by the Parties, the Parties agree as follows: ARTICLEI THE] DEVELOPMENT Crooked Cross & Platinum Ranch Development Agreement Page 75 Section 1.01. Definitions. In addition to the capitalized terms defined throughout this Agreement, the following terms shall have the meaning set forth below: "Administrative Expenses" shall include, without limitation, expenses incurred by the City in the establishment, administration, and operation of the TIRZ, including, but not limited to, the costs of (i) legal counsel, engineers, accountants, administrators, financial advisors, investment bankers or other consultants and advisors, (ii) creating and organizing the TIRZ and preparing the Project and Financing Plan, (iii) computing, levying, collecting and transmitting the TIRZ Funds, (iv) maintaining the record ofinstallments, payments and reallocations and/or cancellations of the TIRZ Funds, (v) investing or depositing the TIRZ Funds or other monies, (vi) complying with the TIF Act, and other costs as may be set forth in the TIRZ Project and Finance Plan. "TIRZ Funds" shall mean the increment from ad valorem real property taxes levied and collected by the City solely on the captured appraised value of the Property, and from no other property within the TIRZ, which shall be contained in the fund established by the City pursuant to Ordinance No. for the deposit of TIRZ funds in accordance with the Act and the governing documents of the TIRZ adopted in accordance with the Act.. Undocumented Workers" shall mean (i) individuals who, at the time ofe employment with the Developer, are not lawfully admitted for permanent residence to the United States or are not authorized under law to be employed in that manner in the United States; and (ii) such other persons as are included within the definition of"Undocumented Worker" pursuant to V.T.C.A., Government Code $2264.001(4), as hereafter amended or replaced, or any other applicable law or regulation. Section 1.02. Use OfTIRZ Revenues. The City and Board will provide: (a) A Chapter 380 TIRZ Grant equal to thirty percent (30%) oft the City's collected ad valorem tax increment in the TIRZ, after reduction by Administrative Expenses, to be paid annually (i) for a period of up to forty (40) years, or (ii) until the aggregate amount oft the City's TIRZ: increment placed into the TIRZ Fund, including interest on any balance, totals One Hundred Fifty Seven Million and 00/100 Dollars ($157,000,000.00), whichever comes first (the "Chapter 380 TIRZ Grant"). (b) The City and the Board agree to allocate or dedicate the TIRZ Funds collected from the City ad valorem TIRZ increment to the City, and such TIRZ Funds shall be used in the following order of priority: i. First, to pay Administrative Expenses of the TIRZ; ii. Second, to provide the Chapter 380 TIRZ Grant to Developer annually as provided for in Section 1.05 of this Agreement. (c) If the Developer fails to comply with any of its obligations set forth in the Development Agreement, and ifthe Developer fails to cure such default within the applicable cure period provided in the Development Agreement, the City shall notify the Developer of such 76 Crooked Cross & Platinum Ranch Development Agreement Page default. The Developer shall be given the time set forth in the Development Agreement to remedy the default. If such default is not remedied within the specified timeframe, the City, until such default is remedied, shall abate the payment of annual Chapter 380 TIRZ Grant payments until the default is cured. Upon the remedy by Developer of any default, the Developer shall be entitled to receive any previously abated payments and resume receiving the annual Chapter 380 TIRZ Grant. Section 1.03. Funds for the Chapter 380 Grant. The Chapter 380 Grant is not secured by a pledge of ad valorem taxes or financed by the issuance of any bonds or other obligations payable from ad valorem taxes of the City, but is payable only from TIRZ Funds of the City authorized by the Program and Article III, Section 52-a of the Texas Constitution and Texas Local Government Code Chapter 380. This Section 1.03 shall expressly survive the expiration or termination of this Agreement. Section 1.04. Request for Payment. In order to be eligible to receive payments under the Chapter 380 Grant, the Developer shall file a written request, substantially in the form attached as Exhibit B shall provide, or cause to be provided to the City, the written request for payment (the "Request for Payment"). At a minimum, the Request for Payment shall include () the amount requested for payment from the TIRZ Fund as determined by the TIRZ administrator, (ii) the payees, and (iri) the wiring information for such payees. Section 1.05. City Payment Obligations. The City shall make the Chapter 380 Grant payments to Developer no later than thirty (30) days after the Request for Payment with acceptable documentation is received by the City. Notwithstanding the foregoing: (1) IfDeveloper fails to provide a Request for Payment on or after May 1St, of any calendar year, the City will be afforded thirty (30) days from the date of the Request for Payment is received by the City to pay the Grant payment; (ii) If the City never receives a Request for Payment for a particular years' Chapter 380 Grant payment, then the City will hold in escrow that year's payment and such amount may be requested, pursuant to Request for Payment, in any ofthe following years during the term ofthis Agreement; (ii) At the end of the term of this Agreement, for the final Chapter 380 Grant payment, ifno Request for Payment is received, such funds will be held in escrow twelve (12) months after the May 1st deadline, after which period the Chapter 380 Grant will be returned to the City. ARTICLEII MISCELLANEOURS PROVISIONS Section 2.01. Term. This Agreement shall be in force and effect from the date of execution hereof until the expiration oft the term of the TIRZ, which is the earlier of: (i) forty (40) years, or (ii) until the aggregate amount of the City's TIRZ increment placed into the TIRZ Fund, including Crooked Cross & Platinum Ranch Development Agreement Page 77 interest on any balance, totals One Hundred Fifty Seven Million and 00/100 Dollars ($157,000,000.00), whichever comes first. Section 2.02 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; and (c) reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. Section 2.03 Successors and Assigns. All covenants and agreements contained by or on behalf of the TIRZ in this Agreement shall bind its successors and assigns and shall inure to the benefit of the Developer and its successors and assigns. This Agreement and the right to monies available in the TIRZ Fund, including the grant, set forth herein may be assigned, from time to time and in whole or in part, by the Developer to any person or entity and collaterally assigned to any lender. The assignment must be in writing. A copy ofthe assignment shall be given to the City within thirty (30) days after such assignment; however, City consent to the assignment is not required. Upon any such assignment and notice to the City, Developer shall not be released from performing the duties or obligations that are assigned and that arise after the effective date of the assignment or the date that the City receives notice of the assignment, whichever later occurs; further, the Developer is not released from any liabilities that arose prior to the effective date or date of notice to the City, whichever later occurs, unless the City and the Board agree. The Developer's rights under this Agreement are a personal obligation and do not constitute a covenant running with the land. Section 2.04 Notices. Any notice, submittal, payment or instrument required or permitted by this Agreement to be given or delivered to any Party shall be deemed to have been received when personally delivered or 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: Attn: City Manager City of Gunter 105 N. 4th Street Gunter, TX 75085 With a copy to: Attn: 78 Crooked Cross & Platinum Ranch Development Agreement Page To the Developer: Attn: Graham Maxey MM Platinum Ranch, LLC 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 With a copy to: Attn: Travis Boghetich Boghetich Law, PLLC 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Any Party may change its address or, addresses for delivery of noticeby delivering written notice of such change of address to the other Party. Section 2.05 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. Section 2.06 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is necessary and required. Section 2.07 Authority and Enforceability. The City represents and warrants that this Agreement has been approved by official action of the City Council in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been and is duly authorized to do SO. The Board represents and warrants that this Agreement has been approved by official action of the Board in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that thei individual executing this Agreement on behalfofthe Board has been and is duly authorized to do SO. The Developer represents and warrants that this Agreement has been approved by appropriate action ofthe Developer, and that the individual executing this Agreement on behalf of the Developer has been and is duly authorized to do SO. Each Party respectively acknowledges and agrees that this Agreement is binding upon such Party and is enforceable against such Party, in accordance with its terms and conditions and to the extent provided by law. Section 2.08 Severability. This Agreement shall not be modified or amended except in writing signed by the Parties. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement ofthe Parties, be rewritten to be enforceable and to give effect to the intent oft the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent ofthe Parties. Crooked Cross & Platinum Ranch Development Agreement Page 79 Section 2.09 Applicable Law: Venue. This Agreement is entered into pursuant to, and is to be construed and enforced in accordance with, the laws ofthe State of Texas, and all obligations ofthel Parties are performablein Grayson County. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in the Grayson County State District Court. Section 2.10 Non-Waiver. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except in writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which itis given. No waiver by any Party of any term or condition ofthis Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. Section 2.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. Section 2.12 Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement ofthe City and the Developer expressly amending the terms ofthis Agreement. Section 2.13 Consideration. This Agreement is executed by the Parties without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. Section 2.14 Developer Indemnification. In the event of any litigation challenging the validity or enforceability of this Agreement, Developer agrees to defend and indemnify the City and the TIRZ Board, as applicable, for any claims,judgments and/ori its reasonable attorneys' fees and costs spent on defending the validity or enforceability of the Agreement. The City shall have no obligation to defend a challenge ifDeveloper fails to provide such indemnification. Developer shall reimburse the City or the TIRZ Board for any grant payments that are made by the City and the TIRZ Board to the Developer, if such payments are deemed by a court with jurisdiction to be illegal or a violation of state or federal law. Section 2.15 Governmental Powers; Waivers of Immunity. By its execution of this Agreement, the City does not waive or surrender any of its respective governmental powers, immunities. Section 2.16 Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance ofi its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended. Within three (3) business days after the occurrence of a force: majeure event, the Party claiming the right to temporarily suspend its performance, shall give notice to all the Parties, including a detailed explanation oft the force majeure and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest Crooked Cross & Platinum Ranch Development Agreement Page 80 possible time. A Party that fails to provide timely notice of an event of force majeure will be deemed to be able to resume full performance within thirty (30) days of such event. The term "force majeure" shall include events or circumstances that are not within the reasonable control of Party whose performance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. Section 2.17 Amendments. This Agreement cannot be modified, amended, or otherwise varied, except in writing signed by the City and the Developer expressly amending the terms of this Agreement. Section 2.18 Undocumented Workers. (1) Covenant Not to Employ Undocumented Workers. The Developer hereby certifies that the Developer and each branch, division, and department ofthe Developer does not employ any Undocumented Workers and the Developer hereby covenants and agrees that the Developer and each branch, division and department oft the Developer will not knowingly employ any Undocumented Workers during the Term of this Agreement. (i) Covenant to Notify City of Conviction for Undocumented Workers. The Developer further hereby covenants and agrees to provide the City with written notice of any conviction of the Developer, or any branch, division or department of the Developer, of a violation under 8 U.S.C. $1324a(f) within thirty (30) days from the date of such conviction. (ini) Repayment of Economic Development Incentives in Event ofConviction for Employing Undocumented Workers. If, after receiving the Chapter 380 TIRZ Grant under the terms of this Agreement, the Developer, or a branch, division or department of the Developer, is convicted of a violation under 8 U.S.C. $1324a(f), the Developer shall pay to the City, not later than the 120th day after the date the City notifies the Developer of the violation, an amount equal to the portion of the Chapter 380 TIRZ Grant previously paid by the City and/or the Board to the Developer under the terms ofthis Agreement plus interest at the rate equal to the lesser of: (i) the maximum lawful rate; or (ii) five percent (5%) per annum, such interest rate to be calculated on the amount of each of the Chapter 380 TIRZ Grant being recaptured from the date each payment of Chapter 380 TIRZ Grant was paid by the City and/or the Board to the Developer until the date repaid by the Developer to the City and such interest rate shall adjust periodically as of the date of any change in the maximum lawful rate. (iv) Limitation on Economic Development Incentives. The City and the Zone shall have no obligation to pay any of the Chapter 380 TIRZ Grant, or to perform any other obligations hereunder, to the Developer if the Developer, or any branch, division or department of the Developer is convicted ofa violation under 8 U.S.C. $1324a(f). (v) Remedies. The City shall have the right to exercise all remedies available by law to collect any sums due by the Developer to the City pursuant to this Section 2.18 including, without limitation, all remedies available pursuant to Chapter 2264 of the Texas Government Code. 81 Crooked Cross & Platinum Ranch Development Agreement Page (vi) Limitation. The Developer is not liable for a violation of this Section 2.18 of this Agreement by a subsidiary, affiliate, or franchisee of the Developer, or by a person with whom the Developer contracts. (vii) Survival. The terms, provisions, covenants, agreements and obligations ofthe Developer and the rights and remedies of the City set forth in this Section 2.18 shall expressly survive the expiration or termination of this Agreement. Section 2.19 Form 1295 Certificate. The Developer represents that it has complied with Texas Government Code, Section 2252.908 and in connection therewith, the Developer has completed a Texas Ethics Commission Form 1295 Certificate generated by the Texas Ethics Commission's electronic filing system in accordance with the rules promulgated by the Texas Ethics Commission. The Developer further agrees to print the completed certificate and execute the completed certificate in such form as is required by Texas Government Code, Section 2252.908 and the rules ofthe Texas Ethics Commission and provide to the City at the time of delivery of an executed counterpart of this Agreement, a duly executed completed Form 1295 Certificate. The Parties agree that, except for the information identifying the City and the contract identification number, the City is not responsible for the information contained in the Form 1295 completed by the Developer. The information contained in the Form 1295 completed by the Developer has been provided solely by the Developer and the City has not verified such information. Section 2.20 Statutory Verifications. The Developer makes the following representation and verifications to enable the City to comply with Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Agreement. As used in such verifications, "affiliate" means an entity that controls, is controlled by, oris under common control with the Developer within the meaning ofSEC Rule 405, 17C.F.R. $ 230.405, and exists to make a profit. Liability for breach of any such verification prior to the expiration or earlier termination of this Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the contrary. (a) Not a Sanctioned Company. The Developer represents that neither it nor any ofits parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes the Developer and each ofits parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. (b) No Boycott ofI Israel. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will Crooked Cross & Platinum Ranch Development Agreement Page 82 not boycott Israel during the term of this Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. (C) No Discrimination Against Firearm Entities. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, ifany, do not have aj practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. (d) No Boycott of Energy Companies. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, ifany, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. [SIGNATURE PAGES FOLLOW] Crooked Cross & Platinum Ranch Development Agreement Page 83 EXECUTED BY' THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITY OF GUNTER, TEXAS By: Name: Karen Souther Title: Mayor ATTEST: Name: Detra Gaines Title: City Secretary TIRZ NO. BOARD: REINVESTMENT ZONE NUMBER CITY OF GUNTER, TEXAS By: Name: Title: ATTEST: By: Name: Title: Crooked Cross & Platinum Ranch Development Agreement Page 84 DEVELOPER: MM Platinum Ranch, LLC, a' Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: Name: Mehrdad Moayedi Its: Manager Crooked Cross & Platinum Ranch Development Agreement Page 85 EXHIBIT A LEGAL DESCRIPTION TO 380 AGREEMENT 86 Crooked Cross & Platinum Ranch Development Agreement Page EXHIBIT B REQUEST FOR PAYMENT The undersigned is an agent for (the Requestor") and requests payment from the 380 Grant Fund of Reinvestment Zone Number City of Gunter, Texas ("TIRZ No. ) from the City of Gunter, Texas (the "City") in the amount of $ (the "Chapter 380 Grant"). All capitalized terms not otherwise defined herein shall have the meaning given to such term in that certain TIRZ No. Economic Development Agreement, entered into as of 2025, by and between the City, and MM Platinum Ranch, LLC, a Texas limited liability company (the "TIRZ Agreement"). In connection to the above referenced payment, the Requestor represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Requestor, is qualified to execute this Request for Payment on behalfofthe Requestor and is knowledgeable as to the matters set forth herein. 2. The Chapter 380 Grant requested has been determined by the TIRZ administrator. 3. The Chapter 380 Grant requested has not been the subject of any prior payment request submitted to the City or, if previously requested, no disbursement was made with respect thereto. 4. The City is hereby instructed to provide the Chapter 380 Grant to the following payee(s) pursuant to the attached wiring instructions. [REQUESTOR SIGNATURE BLOCKI By: Name: Title: Date: Crooked Cross & Platinum Ranch Development Agreement Page 87 EXHIBIT: K HOME BUYER DISCLOSURE PROGRAM The PID Administrator for the Public Improvement District (the 6 PID") shall facilitate notice to prospective homebuyers in accordance with the following minimum requirements: 1. Record notice of the PID in the appropriate land records for the Property. 2. Require homebuilders to attach the Recorded Notice of the Authorization and Establishment of the PID and the final Assessment Roll for such Assessed Parcel (orifthe. Assessment Roll is not available for such. Assessed Parcel, then a schedule showing the maximum 30-year payment for such Assessed Parcel) in an addendum to each residential homebuyer's contract on brightly colored paper. 3. Collect a copy of the addendum signed by each buyer from homebuilders and provide to the City. 4. Require signage indicating that the Property for sale is located in a special assessment district and require that such signage be located in conspicuous places in all model homes. 5. Prepare and provide to homebuilders an overview of the existence and effect ofthe PID for those homebuilders to include in each sales packet ofinformation that it provides to prospective homebuyers. 6. Notify homebuilders who estimate monthly ownership costs ofthe requirement that they must include special assessments in estimated Property taxes. 7. Notify Settlement Companies through the homebuilders that they are required to include special taxes on HUD 1 forms and include in total estimated taxes for the purpose ofs setting up tax escrows. 8. Include notice oft the PID in the homeowner association documents in conspicuous bold font. 9. The City will include announcements of the PID on the City's web site. The Developer and the PID Administrator shall regularly monitor the implementation of this disclosure program and shall take appropriate action to require these notices to be provided when one ofthem discovers that any requirement is not being complied with. Crooked Cross & Platinum Ranch Development Agreement Page 88 EXHIBITL LANDOWNER AGREEMENT LANDOWNER AGREEMENT This LANDOWNER AGREEMENT (the "Agreement"), is entered into as of between the City ofGunter, Texas (the "City"), a general-law municipality of the State of Texas (the "State"), and a Texas (the "Landowner"). RECITALS: WHEREAS, Landowner owns the Assessed Parcels within the property described by a metes and bounds attached as Exhibit I to this Agreement and which is incorporated herein for all purposes, which comprises all ofthe non-exempt, privately-owned land described in Exhibit I (the "Landowner Parcel"); and WHEREAS, the Landowner's Parcel is located (i) within the Platinum Ranch Public Improvement District (the "District") and (ii) within the extraterritorial. jurisdiction of the City; and WHEREAS, the City Council has adopted an assessment ordinance for the Authorized Improvements (including all exhibits and attachments thereto, the "Assessment Ordinance") and the Service and Assessment Plan included as an Exhibit A to the Assessment Ordinance (the "Service and Assessment Plan") and which is incorporated herein for all purposes, and has levied an assessment on each Assessed Parcel in the District (as identified in the Service and Assessment Plan) that will be pledged for the payment of certain infrastructure improvements and to pay the costs of constructing the Authorized Improvements that will benefit the Assessed Property (as defined in the Service and Assessment Plan); and WHEREAS, the Covenants, Conditions and Restrictions attached to this Agreement as Exhibit II and which are incorporated herein for all purposes, include the statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located in a public improvement district established under Chapter 372 oft the Texas Local Government Code, as amended (the "PID Act"), to the purchaser. NOW, THEREFORE, for and in consideration of the mutual promises, covenants, obligations and benefits hereinafter set forth, the City and the Landowner hereby contract, covenant and agree as follows: DEFINITIONS; APPROVAL OF AGREEMENTS Definitions. Capitalized terms used but not defined herein (including each exhibit hereto) shall have the meanings ascribed to them in the Service and Assessment Plan. Affirmation ofRecitals. The findings set forth in the Recitals ofthis Agreement are hereby incorporated as the official findings of the City Council. 89 Crooked Cross & Platinum Ranch Development Agreement Page I. AGREEMENTS OF LANDOWNER A. Affirmation and Acceptance of Agreements and Findings of] Benefit. Landowner hereby ratifies, confirms, accepts, agrees to, and approves: (1) the creation and boundaries oft the District, and the boundaries ofthe Landowner's Parcel which are located within the District, all as shown on Exhibit I, and the location and development ofthe Authorized Improvements on the Landowner Parcel and on the property within the District; (ii) the determinations and findings as to the benefits by the City Council in the Service and Assessment Plan and the Assessment Ordinance; and (iii) the Assessment Ordinance and the Service and Assessment Plan. B. Acceptance and Approval of Assessments and Lien on Property. Landowner consents to, agrees to, acknowledges and accepts the following: each Assessment levied by the PID on the Landowner's Parcel within the District, as shown on the assessment roll attached as Appendix to the Service and Assessment Plan (the - Assessment Roll"); (ii) the Authorized Improvements specially benefit the District, and the Landowner's Parcel, in an amount in excess of the Assessment levied on the Landowner's Parcel within the District, as such Assessment is shown on the Assessment Roll; (iii) each Assessment is final, conclusive and binding upon Landowner and any subsequent owner of the Landowner's Parcel, regardless of whether such landowner may be required to prepay a portion of, or the entirety of, such Assessment upon the occurrence of a mandatory prepayment event as provided in the Service and Assessment Plan; (iv) the obligation to pay the Assessment levied on the Landowner's Parcel owned by it when due and in the amount required by and stated in the Service and Assessment Plan and the Assessment Ordinance; (v) each Assessment or reassessment, with interest, the expense of collection, and reasonable attorney's fees, if incurred, is a first and prior lien against the Landowner's Parcel, superior to all other liens and monetary claims except liens or monetary claims for state, county, school district, or municipal ad valorem taxes, and is a personal liability ofand charge against the owner of the Landowner's Parcel regardless of whether such owner is named; (vi) the Assessment lien on the Landowner's) Parcel is a lien and covenant that runs with the land and is effective from the date of the Assessment Ordinance and continues until the Assessment is paid and may be enforced by the governing body of the City in the same manner that an ad valorem tax lien against real property may be enforced by the City; Crooked Cross & Platinum Ranch Development Agreement Page 90 (vii) delinquent installments ofthe Assessment shall incur and accrue interest, penalties, and attorney's fees as provided in the PID Act; (viii) the owner ofal Landowner's Parcel may pay at any time the entire Assessment, with interest that has accrued on the Assessment, on any parcel in the Landowner's) Parcel; (ix) the Annual Installments of the Assessments (as defined in the Service and Assessment Plan and Assessment Roll) may be adjusted, decreased and extended; and, the assessed parties shall be obligated to pay their respective revised amounts of the annual installments, when due, and without the necessity of further action, assessments or reassessments by the City, the same as though they were expressly set forth herein; and (x) Landowner has received, or hereby waives, all notices required to be provided to it under Texas law, including the PID Act, prior to the Effective Date (defined herein); and C. Mandatory Prepayment of Assessments. Landowner agrees and acknowledges that Landowner or subsequent landowners may have an obligation to prepay an Assessment upon the occurrence of a mandatory prepayment event, at the sole discretion ofthe City and as provided in the Service and Assessment Plan, as amended or updated. D. Notice of Assessments. Landowner further agrees as follows: the Covenants, Conditions and Restrictions attached hereto as Exhibit II shall be terms, conditions and provisions running with the Landowner's Parcel and shall be recorded (the contents of which shall be consistent with the Assessment Ordinance and the Service and Assessment Plan as reasonably determined by the City), in the records of the County Clerk of Grayson County, as a lien and encumbrance against such Landowner's Parcel, and Landowner hereby authorizes the City to SO record such documents against the Landowner's Parcel owned by Landowner; (ii) reference to the Covenants, Conditions and Restrictions attached hereto as Exhibit II shall be included on all recordable subdivision plats and such plats shall be recorded in the real property records of Grayson County, Texas; (iii) in the event ofany subdivision, sale, transfer or other conveyance by the Landowner of the right, title or interest oft the Landowner in the Landowner's Parcel or any part thereof, the Landowner's Parcel, or any such part thereof, shall continue to be bound by all of the terms, conditions and provisions of such Covenants, Conditions and Restrictions and any purchaser, transferee or other subsequent owner shall take such Landowner' S Parcel subject to all ofthe terms, conditions and provisions of such Covenants, Conditions and Restrictions; and (iv) Landowner shall comply with, and shall contractually obligate (and promptly provide written evidence of such contractual provisions to the City) any party who purchases any Landowner' S Parcel owned by Landowner, or any portion thereof, for the purpose of constructing residential properties that are eligible for "homestead" designations under State law, to comply with, the Homebuyer Education Program described on Exhibit II to this Agreement. Such Crooked Cross & Platinum Ranch Development Agreement Page 91 compliance obligation shall terminate as to each Lot (as defined in the Service and Assessment Plan) if, and when, () a final certificate of occupancy for a residential unit on such Lot is issued by the City, and (ii) there is a sale of a Lot to an individual homebuyer, it being the intent of the undersigned that the Homebuyer Education Program shall apply only to a commercial builder who isini the business of constructing and/or selling residences to individual home buyers (a "Builder") but not to subsequent sales of such residence and Lot by an individual home buyer after the initial sale by a Builder. Notwithstanding the provisions of this Section, upon the Landowner's request and the City's consent, in the City's sole and absolute discretion, the Covenants, Conditions and Restrictions may be included with other written restrictions running with the land on property within the District, provided they contain all the: material provisions and provide the same material notice to prospective property owners as does the document attached as Exhibit II. II. OWNERSHIP AND CONSTRUCTION OF AUTHORIZED IMPROVEMENTS A. Ownership and Transfer of Authorized Improvements. Landowner acknowledges that all ofthe Authorized Improvements and the land (or easements, as applicable) needed therefor shall be owned by the City as constructed and/or conveyed to the City and Landowner will execute such conveyances and/or dedications of public rights of way and easements as may be reasonably required to evidence such ownership, as generally described on the current plats of the property within the District. B. Grant of] Easement and License, Construction of Authorized Improvements. (i) Any subsequent owner of the Landowner's Parcel shall, upon the request of the City or Developer, grant and convey to the City or Developer and its contractors, materialmen and workmen a temporary license and/or easement, as appropriate, to construct the Authorized Improvements on the property within the District, to stage on the property within the District construction trailers, building materials and equipment to be used in connection with such construction of the Authorized Improvements and for passage and use over and across parts ofthe property within the District as shall be reasonably necessary during the construction of the Authorized Improvements. Any subsequent owner of the Landowner's Parcel may require that each contractor constructing the Authorized Improvements cause such owner of the Landowner's Parcel to bei indemnified and/or named as an additional insured under liability insurance reasonably acceptable to such owner of the Landowner's S Parcel. The right to use and enjoy any easement and license provided above shall continue until the construction of the Authorized Improvements is complete; provided, however, any such license or easement shall automatically terminate upon the recording of the final plat for the Landowner's Parcel in the real property records of Grayson County, Texas. (ii) Landowner hereby agrees that any right or condition imposed by the Improvement Agreement, or other agreement, with respect to the Assessment has been satisfied, and that Landowner shall not have any rights or remedies against the City under the Improvement Crooked Cross & Platinum Ranch Development Agreement Page 92 Agreement, or under any law or principles of equity concerning the Assessments, with respect to the formation of the District, approval oft the Service and Assessment Plan and the City's levy and collection of the Assessments. II. COVENANTS AND WARRANTIES; MISCELLANEOUS A. Special Covenants and Warranties of Landowner. Landowner represents and warrants to the City as follows: (1) Landowner is duly organized, validly existing and, as applicable, in good standing under the laws of the state of its organization and has the full right, power and authority to enter into this Agreement, and to perform all the obligations required to be performed by Landowner hereunder; (ii) This Agreement has been duly and validly executed and delivered by, and on behalf of, Landowner and, assuming the due authorization, execution and delivery thereof by and on behalf of the City and the Landowner, constitutes a valid, binding and enforceable obligation of such party enforceable in accordance with its terms. This representation and warranty is qualified to the extent the enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting the rights of creditors in general; (ii) Neither the execution and delivery hereof, nor the taking of any actions contemplated hereby, will conflict with or result in a breach of any of the provisions of, or constitute a default, event of default or event creating a right of acceleration, termination or cancellation of any obligation under, any instrument, note, mortgage, contract, judgment, order, award, decree or other agreement or restriction to which Landowner is a party, or by which Landowner or Landowner's Parcel is otherwise bound; (iv) Landowner is, subject to all matters of record in the Grayson County, Texas Real Property Records, the sole owner ofthe Landowner's Parcel; (v) The Landowner's Parcel owned by Landowner is not subject to, or encumbered by, any covenant, lien, encumbrance or agreement which would prohibit (i) the creation of the District, (ii) the levy ofthe Assessments, or (i) the construction ofthe Authorized Improvements on those portions of the property within the District which are to be owned by the City, as generally described on the current plats of the property within the District (or, if subject to any such prohibition, the approval or consent of all necessary parties thereto has been obtained); and (vi) Landowner covenants and agrees to execute any and all documents necessary, appropriate or incidental to the purposes of this Agreement, as long as such documents are consistent with this Agreement and do not create additional liability of any type to, or reduce the rights of, such Landowner by virtue of execution thereof. Crooked Cross & Platinum Ranch Development Agreement Page 93 B. Waiver of Claims Concerning Authorized Improvements. The Landowner, with full knowledge of the provisions, and the rights thereof pursuant to such provisions, ofapplicable law, waives any claims against the City and its successors, assigns and agents, pertaining to the installation of the Authorized Improvements. C. Notices. Any notice or other communication to be given to the City or Landowner under this Agreement shall be given by delivering the same in writing to: To the City: Attn: Karen Souther Mayor City of Gunter 105 N. 4th Street Gunter, TX 75085 With a copy to: Attn: Courtney Morrison Nichols Jackson 500 N. Akard, Ste. 1800 Dallas, TX 75201 Attn: Eric Wilhite, AICP, PLA City of Guner 105 N. 4th Street Gunter, TX 75805 To the Developer: Attn: Graham Maxey MM Platinum Ranch, LLC 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 With a copy to: Attn: Travis Boghetich Boghetich Law, PLLC 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Any notice sent under this Agreement (except as otherwise expressly required) shall be written and mailed or sent by electronic or facsimile transmission confirmed by mailing written confirmation at substantially the same time as such electronic or facsimile transmission, or personally delivered to an officer of the recipient as the address set forth herein. Each recipient may change its address by written notice in accordance with this Section. Any communication addressed and mailed in accordance with this provision shall be deemed to be given when SO mailed, any notice SO sent by electronic or facsimile transmission shall be deemed to be given when receipt of such transmission is acknowledged, and any communication SO delivered in person shall be deemed to be given when receipted for, or actually received by, the addressee. Crooked Cross & Platinum Ranch Development Agreement Page 94 D. Parties in Interest. This Agreement is made solely for the benefit of the City and the Landowner and is not assignable, except, in the case ofLandowner, in connection with the sale or disposition of all or substantially all of the parcels which constitute the Landowner's Parcel. However, the parties expressly agree and acknowledge that the City, the Landowner, each current owner of any parcel which constitutes the Landowner's Parcel, and the holders of or trustee for any bonds secured by PID Assessment revenues ofthe City or any part thereof to finance the costs oft the. Authorized Improvements, are express beneficiaries of this Agreement and shall be entitled to pursue any and all remedies at law or in equity to enforce the obligations of the parties hereto. This Agreement shall be recorded in the real property records of Grayson County, Texas. E. Amendments. This Agreement may be amended only by written instrument executed by the City and the Landowner. No termination or amendment shall be effective until a written instrument setting forth the terms thereofhas been executed by the then-current owners of the property within the District and recorded in the Real Property Records of Grayson County, Texas. F. Effective Date. This Agreement shall become and be effective (the "Effective Date") upon the date of final execution by the latter of the City and the Landowner and shall be valid and enforceable on said date and thereafter. G. Estoppels. Within 10 days after written request from a party hereto, the other party shall provide a written certification, indicating whether this Agreement remains in effect as to the Landowner's! Parcel, and whether any party is then in default hereunder. H. Termination. This Agreement shall terminate and be of no further force and effect as to the Landowner's! Parcel upon payment in full ofthe Assessment(s) against such Landowner's Parcel. I. Statutory Verifications. The Landowner makes the following representation and verifications to enable the City to comply with Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Agreement. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with the Landowner within the meaning of SEC Rule 405, 17 C.F.R. $ 230.405, and exists to make a profit. Liability for breach of any such verification prior to the expiration or earlier termination of this Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision ofthis Agreement, notwithstanding anything in this Agreement to the contrary. (i) Not a Sanctioned Company. The Landowner represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes the Landowner and each ofits parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be Crooked Cross & Platinum Ranch Development Agreement Page 95 excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. (ii) No Boycott of Israel. The Landowner hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and otheraffiliates, ifany, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. (iii) No Discrimination Against Firearm Entities. The Landowner hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term ofthis Agreement. As used in the foregoing verification, discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. (iv) No Boycott of Energy Companies. The Landowner hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, ifany, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. M. Form 1295 Certificate. Landowner represents that it has complied with Texas Government Code, Section 2252.908 and in connection therewith, the Landowner has completed a Texas Ethics Commission Form 1295 Certificate generated by the Texas Ethics Commission's electronic filing system in accordance with the rules promulgated by the Texas Ethics Commission. The Landowner further agrees to print the completed certificate and execute the completed certificate in such form as is required by Texas Government Code, Section 2252.908 and the rules oft the Texas Ethics Commission and provide to the City at the time of delivery of an executed counterpart of this Agreement, a duly executed completed Form 1295 Certificate. The Parties agree that, except for the information identifying the City and the contract identification number, the City is not responsible for the information contained in the Form 1295 completed by the Landowner. The information contained in the Form 1295 completed by the Landowner has been provided solely by the Landowner and the City has not verified such information. [Signature pages to follow] Crooked Cross & Platinum Ranch Development Agreement Page 96 EXECUTED by the City and Landowner on the respective dates stated below. Date: CITY OF GUNTER, TEXAS By: Mayor STATE OF TEXAS COUNTY OF GRAYSON This instrument was acknowledged before me on the day of 20 by the Mayor of the City of Gunter, Texas on behalf of said City. Notary Public, State ofTexas (SEAL) Name printed or typed Commission Expires: [Signature Page Landowner Agreement Crooked Cross & Platinum Ranch Development Agreement Page 97 LANDOWNER: MM Platinum Ranch, LLC, a Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: Name: Mehrdad Moayedi Its: Manager STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the day of 2025 by Mehrdad Moayedi, Manager of2M Ventures, LLC, as Manager of MMM Ventures, LLC, as Manager of MM Platinum Ranch, LLC, a Texas limited liability company on behalf of said company. Notary Public, State ofTexas [Signature Page Landowner Agreement Crooked Cross & Platinum Ranch Development Agreement Page 98 LANDOWNER AGREEMENT - EXHIBITI METES AND BOUNDS DESCRIPTION OF LANDOWNER'S PARCEL Crooked Cross & Platinum Ranch Development Agreement Page 99 LANDOWNER AGREEMENT - EXHIBIT II DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (as it may be amended from time to time, this "Declaration" ") is made as of by a Texas (the "Landowner"). RECITALS: A. The Landowner holds record title to that portion of the real property located in Grayson County, Texas, which is described in the attached Exhibit] I (the "Landowner's Parcel"). B. The City Council ofthe City ofGunter (the "City Council") upon a petition requesting the establishment of a public improvement district covering the property within the District to be known as the Public. Improvement District (the "District") by the then current owners of 100% of the appraised value of the taxable real property and 100% of the area of all taxable real property within the area requested to be included in the District created such District, in accordance with the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "PID Act"). C. The City Council has adopted an assessment ordinance to levy assessments for certain public improvements (including all exhibits and attachments thereto, the "Assessment Ordinance' ) and the Service and Assessment Plan included as an exhibit to the. Assessment Ordinance (as amended from time to time, the "Service and Assessment Plan"), and has levied the assessments (as amended from time to time, the - Assessments" ) on property in the District. D. The statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located in a public improvement district established under Chapter 372 ofthe Texas Local Government Code, as amended, to the purchaser, is incorporated into these Covenants, Conditions and Restrictions. DECLARATIONS: NOW, THEREFORE, the Landowner hereby declares that the Landowner's Parcel is and shall be subject to, and hereby imposes on the Landowner's Parcel, the following covenants, conditions and restrictions: 1. Acceptance and Approval of Assessments and Lien on Property: (a) Landowner accepts each Assessment levied on the Landowner's Parcel owned by such Landowner. (b) The Assessment (including any reassessment, the expense of collection, and reasonable attorney's fees, ifincurred) is (a) a first and prior lien (the "Assessment Lien") against the property assessed, superior to all other liens or claims except for liens or claims for state, county, school district or municipality ad valorem property Crooked Cross & Platinum Ranch Development Agreement Page 100 taxes whether now or hereafter payable, and (b) a personal liability of and charge against the owners of the property to the extent of their ownership regardless of whether the owners are named. The Assessment Lien is effective from the date of the Assessment Ordinance until the Assessments are paid and may be enforced by the City in the same manner as an ad valorem property tax levied against real property that may be enforced by the City. The owner of any assessed property may pay, at any time, the entire Assessment levied against any such property. Foreclosure of an ad valorem property tax lien on property within the District will not extinguish the Assessment or any unpaid but not yet due annual installments of the Assessment, and will not accelerate the due date for any unpaid and not yet due annual installments of the Assessment. Itis the cleari intention of all parties to these Declarations ofCovenants, Conditions and Restrictions, that the Assessments, including any annual installments of the Assessments (as such annual installments may be adjusted, decreased or extended), are covenants that run with the Landowner's Parcel and specifically binds the Landowner, its successors and assigns. In the event of delinquency in the payment of any annual installment of the Assessment, the City is empowered to order institution of an action in district court to foreclose the related Assessment Lien, to enforce personal liability against the owner of the real property for the Assessment, or both. In such action the real property subject to the delinquent Assessment may be sold at judicial foreclosure sale for the amount of such delinquent property taxes and Assessment, plus penalties, interest and costs of collection. 2. Landowner or any subsequent owner of the Landowner's Parcel waives: (a) any and all defects, irregularities, illegalities or deficiencies in the proceedings establishing the District and levying and collecting the Assessments or the annual installments ofthe Assessments; (b) any and all notices and time periods provided by the PID Act including, but not limited to, notice of the establishment of the District and notice of public hearings regarding the levy of Assessments by the City Council concerning the Assessments; (c) any and all defects, irregularities, illegalities or deficiencies in, or in the adoption of, the Assessment Ordinance by the City Council; (d) any and all actions and defenses against the adoption or amendment of the Service and Assessment Plan, the City's finding of a special benefit' pursuant to the PID Act and the Service and Assessment Plan, and the levy of the Assessments; and (e) any right to object to the legality of any of the Assessments or the Service and Assessment Plan or to any of the previous proceedings connected therewith which occurred prior to, or upon, the City Council's levy oft the Assessments. 3. Amendments: This Declaration may be terminated or amended only by a document duly executed and acknowledged by the then-current owner(s) of the Landowner's Parcel and the City. No such termination or amendment shall be effective until a written instrument setting forth the terms thereof has been executed by the parties by whom approval is Crooked Cross & Platinum Ranch Development Agreement Page 101 required as set forth above and recorded in the real Property Records of Grayson County, Texas. 4. Third Party Beneficiary: The City is a third-party beneficiary to this Declaration and may enforce the terms hereof. 5. Notice to Subsequent Purchasers: Upon the sale of a dwelling unit within the District, the purchaser of such property shall be provided a written notice that reads substantially similar to the following: TEXAS PROPERTY CODE SECTION 5.014 NOTICE OF OBLIGATION TO PAY PUBLIC IMPROVEMENT DISTRICT ASSESSMENT TO THE CITY OF GUNTER, GRAYSON COUNTY, TEXAS CONCERNING THE PROPERTY AT [Street Address] As the purchaser of this parcel of real property, you are obligated to pay an assessment to the City of Gunter, Texas, for improvement projects undertaken by a public improvement district under Chapter 372 of the Texas Local Government Code, as amended. The assessment may be due in periodic installments. The amount ofthe assessment against your property may be paid in full at any time together with interest to the date of payment. Ifyou do not pay the assessment in full, it will be due and payable in annual installments (including interest and collection costs). More information concerning the amount ofthe assessment and the due dates ofthat assessment may be obtained from the City of Gunter, 105 N 4th Street, Gunter, Texas 75058. Your failure to pay the assessment or the annual installments could result in a lien and in the foreclosure ofyour property. Signature of] Purchaser(s) Date: The seller shall deliver this notice to the purchaser before the effective date of an executory contract binding the purchaser to purchase the property. The notice may be given separately, as part of the contract during negotiations, or as part of any other notice the seller delivers to the purchaser. Ift the notice is included as part of the executory contract or another notice, the title of the notice prescribed by this section, the references to the street address and date in the notice, and the purchaser's signature on the notice may be omitted. [Signature Page to Followl EXECUTED by the undersigned on the date set forth below to be effective as of the date first above written. Crooked Cross & Platinum Ranch Development Agreement Page 102 LANDOWNER: MM Platinum Ranch, LLC, a' Texas limited liability company By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: Name: Mehrdad Moayedi Its: Manager STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the day of 2025 by Mehrdad Moayedi, Manager of2M Ventures, LLC, as. Manager of MMM Ventures, LLC, as Manager of MM Platinum Ranch, LLC, a Texas limited liability company on behalf of said company. Notary Public, State of Texas Crooked Cross & Platinum Ranch Development Agreement Page 103 LANDOWNER AGREEMENT - EXHIBIT III HOMEBUYER EDUCATION PROGRAM As used in this Exhibit III, the recorded Notice of the Authorization and Establishment of the Public Improvement District and the Covenants, Conditions and Restrictions in Exhibit II of this Agreement are referred to as the "Recorded Notices." 22 1. Any Landowner who is a Builder shall attach the Recorded Notices and the final Assessment Roll for such Assessed Parcel (or if the Assessment Roll is not available for such Assessed Parcel, then a schedule showing the maximum 30-year payment for such Assessed Parcel) as an addendum to any residential homebuyer's contract. 2. Any Landowner who is a Builder shall provide evidence of compliance with 1 above, signed by such residential homebuyer, to the City. 3. Any Landowner who is a Builder shall prominently display signage in its model homes, if any, substantially in the form ofthe Recorded Notices. 4. If prepared and provided by the City, any Landowner who is a Builder shall distribute informational brochures about the existence and effect of the District in prospective homebuyer sales packets. 5. Any Landowner who is a Builder shall include Assessments in estimated property taxes, if such Builder estimates monthly ownership costs for prospective homebuyers. Crooked Cross & Platinum Ranch Development Agreement Page 104 S : < 5 5 5 de S 8 € S 5 9. 9 3 - e € a 8 0 5 0 9 3 6 a 5 5 * g a Su 9. 4 4 o à : e e a a - 2 e - & & - R - & - g1 de sa 3 de 3 3 0 5 y a s a E 3 8 I - E R & 2 * 9 de e 3 S 9 of df : a 3 : o: a 5 9 - e a f S I I a I I 9 e 5 0 a a I 5 a E 9 9 9 1 E a 9 - 6 E E a : : 59 59 - E e - € a B 8 E - E I - - I : : E o - : : - : : ! : ! I : ! ! ! A I I . 1 B 9 E 3 5 E : : : : a a o 0 E 2 : 2 3 0 8 2 0 2 a 5 2 2 2 8 3 . 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EdAl (80103700 HONIW) aVOH 100HOS SoovoS a10 LEs CONGE MISBINVE HONIW oNse avos T0OHOS! soovoS 070 MIHEINV JONIWO G3SOdosd T - 5 a N 5 S o W a N 8 B TY 0 CITY COUNCIL MEETING GUNERI April 29, 2025 EST.1901 6:00 PM AGENDA ITEM #2 Discuss, consider, and act upon a Development Agreement Amendment with MM Taylor Ranch 469, LLC, on approximately 497.43 acres known as Palmer Lakes, located in City of Gunter ETJ and Grayson County. AGENDA ITEM SUNMARYBACKGROINDN PRESENTED BY: Eric Wilhite, Director of Planning & Development Courtney Morris, City Attorney FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments FIRST AMENDMENT TO THE PALMER LAKES DEVELOPMENT AGREEMENT This First Amendment ("First Amendment")t to the Palmer Lakes Development Agreement as amended, ("Agreement") is made by and between MM TAYLOR RANCH 496, LLC ("Developer") and the CITY OF GUNTER, TEXAS (the "City"), to be effective as ofthe Effective Date (defined herein). Capitalized terms not defined herein shall have the respective meanings given to them in the Agreement. RECITALS WHEREAS, on or about May 11, 2023, the City and Developer entered into the Palmer Lakes Development Agreement (hereinafter referred to as the "Original Agreement") regarding the development of approximately 496 acres of land within the City of Gunter, Grayson County, Texas; and WHEREAS, the Parties now wish to enter into this First Amendment to obligate the Developer to dedicate an approximately five (5) acre site to be utilized as a police, fire, and/or EMS regional facility. NOW, THEREFORE, for and in consideration oft the mutual covenants ofthe Parties set forth in the Agreement and this First Amendment, and for good and valuable consideration the receipt and adequacy of which are acknowledged and agreed, the Parties agree as follows: 1. INCORPORATION OF RECITALS. The above and foregoing recitals are true and correct and are incorporated herein and made a part hereof for all purposes. 2. ADDITION OF SECTION 3.8: The following paragraph shall be added as Section 3.8 of the Original Agreement: "3. Police, Fire, EMS Regional Site. Developer agrees to dedicate one (1) approximately five (5) acre site to the City, as generally located on the attached Exhibit M, attached hereto and incorporated herein for all purposes (the "Fire, Police, EMS Site"). The Fire, Police, EMS Site shall be utilized as a police, fire, and/or EMS regional facility. The Developer shall dedicate the Fire, Police, and EMS Site within thirty (30) days of the City's written request to dedicate the Fire, Police, and EMS Site." 3. MISCELLANEOUS PROVISIONS. (a) Amendments. This First Amendment constitutes the entire understanding and agreement of the parties as to the matters set forth in this First Amendment. No alteration of or amendment to this First Amendment shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. (b) Applicable Law and Venue. This First Amendment shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the parties First Amendment to Palmer Lakes Development Agreement Page 1 created hereunder are performable in Grayson County, Texas. Venue for any action arising under this Amendment shall lie in the state district courts of Grayson County, Texas. (c) Binding Obligations. This First Amendment shall become a binding obligation on the signatories upon the execution by all signatories hereto. City warrants and represents that the individual executing this First Amendment on behalf of the City has full authority to execute this First Amendment and bind the City to same. Developer warrants and represents that the individual executing this First Amendment on Developer's behalf has full authority to execute this First Amendment and bind it to same. (d) Caption Headings. Caption headings in this First Amendment are for convenience purposes only and are not to be used to interpret or define the provisions of this First Amendment. (e) Counterparts. This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document. (f) Effective Date. The effective date (the "Effective Date") of this First Amendment shall be the date of the latter to execute this First Amendment by the City and Developer. (g) Original Agreement. All of the terms, conditions, and obligations of the Original Agreement shall remain in full force and effect except where specifically modified by this First Amendment. (h) Severability. The provisions of this First Amendment are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of this First Amendment is for any reason held by a court of competent jurisdiction to be contrary to law or contrary to any rule or regulation having the force and effect ofthe law, the remaining portions ofthis First Amendment shall be enforced as if the invalid provision had never been included. (i) Time is of the Essence. Time is of the essence in the performance of this First Amendment. 4. Statutory Verifications: The Developer makes the following representation and verifications to enable the City to comply with Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Agreement. As used in such verifications, "affiliate" means an entity that controls, is controlled by, ori is under common control with the Developer within the: meaning ofSEC Rule 405, 17C.F.R. S 230.405, and exists to make a profit. Liability for breach of any such verification prior to the expiration or earlier termination of this Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the contrary. (a) Not a Sanctioned Company. The Developer represents that neither it nor any ofits parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under First Amendment to Palmer Lakes Development Agreement Page 2 Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes the Developer and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. (b) No Boycott ofIsrael. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. (c) No Discrimination Against Firearm Entities. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, ifa any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification, discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. (d) No Boycott of Energy Companies. The Developer hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, ifany, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. SIGNATURES APPEAR ON FOLLOWING PAGE] First Amendment to Palmer Lakes Development Agreement Page 3 EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITY OF GUNTER, TEXAS By: Name: Karen Souther Title: Mayor ATTEST: Name: Detra Gaines Title: City Secretary STATE OF TEXAS COUNTY OF GRAYSON This instrument was acknowledged before me on the day of 2025, by Karen Souther, the Mayor of the City of Gunter, Texas, on behalf of said City. Notary Public, State of Texas First Amendment to Palmer Lakes Development Agreement Page 4 DEVELOPER: MM Taylor Ranch 496, LLC a Texas limited liability company By: MM Kaufman 1132, LLC, a' Texas limited liability company Its Manager By: MMM Ventures, LLC, a Texas limited liability company Its Manager By: 2M Ventures, LLC, a Delaware limited liability company Its Manager By: Name: Mehrdad Moayedi Its: Manager STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the day of 2025 by Mehrdad Moayedi, Manager of2M Ventures, LLC, as Manager ofMMM Ventures, LLC, as Manager of MM Kaufman 1132, LLC, as Manager of MM Taylor Ranch 496, LLC, a Texas limited liability company on behalf of said company. Notary Public, State ofTexas First Amendment to Palmer Lakes Development Agreement Page 5 TET D BMEIOINDAE: 75 ACHES COrLAI INE 18 RE D C3 - CSR TM IRCL LE AMIY TOTAL: 4E ars PMASI 340)1 Lors PRAIES e4tor PHASET 2au ors. 135 os PHAE2 emuans sex XI2FION > ASE sions. ser KIF on PAAI Canuors- 1F ors MAtI EIs3LOs- arxuric ots PHASER 1Eos. XIFI lOIS FMART eions- 1x IL ons PAE: paion. TXIS PHAER eseioss- 1X uFI ors * PERO LOPMENT PAICEL * PMCESAON * FIAEE ME asS TRAFFIE CIRCLE CHE ne - S 4 9 - C a / : a 5 STIFF CHAPEL ROAD (PROPOSED 86 ROW) - 8 - - e - - - MOR FOY WALLACE ROAD CnoN S. CONCEPTUAL SITE PLAN KFM TAYLORF RANCH- CENTURION AMERICAN E CITY COUNCIL MEETING GUNERI April 29, 2025 EST.1901 6:00 PM AGENDA ITEM #3 COUNCIL BUSINESS EXECUTIVESESSION Pursuant to Chapter 551, Texas Government Code, The Council will convene into executive session (closed meeting) to discuss the following: A. $ 551.071: Consultation with the City Attorney on a matter in which the duty oft the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar ofTexas clearly conflicts with the Texas Open Meetings Act regarding pending or contemplated litigation; or a settlement offer re: a. BNSF Litigation AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Karen Souther, Mayor FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments E Y 3 CITY COUNCIL MEETING GUNERI April 29, 2025 EST. 1901 6:00 PM AGENDA ITEM #4 RECONVENE TO OPEN SESSION In accordance with Texas Government Code, Chapter 551, the City Council will reconvene into Open Session to consider action, if any, on matters discussed in Executive Session. Discuss, and take appropriate action on any Executive Session item. AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: Karen Souther, Mayor FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments