Res 2015-146/Trace PID Finance Agreement

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San Marcos, TX 78666 Facsimile: 512- 396 -2683 If to Owner: Highpointe Trace, LLC Attn.: Timothy D. England 2 Venture Suite 350 Irvine, California 92618 Facsimile: 949 - 472 -0198 With a copy to: Metcalfe Wolff Stuart & Williams, LLP Attn: Steven C. Metcalfe 221 W. 6th, Suite 1300 Austin, Texas 78701 Facsimile: 512.404.2244 Section 8.02. Fee Arrangement /Administration of District (a) The Owner agrees that it will pay all of the City's costs and expenses (including the City's third party advisors and consultants) related to the creation and administration of the District, as well as costs and expenses relating to the development and review of the Service and Assessment Plan (including legal fees and financial advisory fees) ( "City PID Costs "). Prior to closing of the Major Public Improvement PID Bonds, the City shall (i) submit to the Owner and the Trustee invoices and other supporting documentation evidencing the City PID Costs and (ii) direct the Trustee to pay these fees, as applicable, to the City or on behalf of the City from proceeds of the PID Bonds. In addition to any City PID Costs pursuant to the preceding sentences, all fees of legal counsel related to the issuance of the Major Public Improvement PID Bonds, including fees for the review of the District creation and District administration documentation, the preparation of customary bond documents and the obtaining of Attorney General approval for the Major Public Improvement PID Bonds, will be paid at closing from proceeds of the Major Public Improvement PID Bonds. Further, the Owner agrees that it will be responsible for paying the Administrative Expenses. (b) The Owner shall be solely responsible for the costs associated with the issuance of any Additional Improvement PID Bonds. The terms of subparagraph (a) above shall apply to the Owner in the event that any Additional Improvement PID Bonds are issued. (c) The City may enter into a separate agreement with an Administrator to administer the District after Closing. The Administrative Expenses shall be collected as part of and in the same manner as Annual Installments in the amounts set forth in the Service and Assessment Plan. Section 8.03. Assignment (a) Owner may, in its sole and absolute discretion, transfer or assign its rights or obligations under this Agreement with respect to all or part of the Project from time to time to an Affiliate without the consent of the City. Prior to the completion of the Major Public 20