Res 2015-146/Trace PID Finance Agreement

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"Bond Proceeds" shall have the meaning given to them in Section 6.01(a) hereof. "Certification for Payment" means the certificate (whether one or more) in substantially the same form as Exhibit "E" attached hereto. "City" means the City of San Marcos, Texas. "City Construction Representative" means the City Engineer or such other person selected by the City to oversee the construction of the Public Improvements on behalf of the City. "City Council" means the City Council of City of San Marcos, Texas. "City PID Costs" shall have the meaning given in Section 8.02 of this Agreement. "Closing Disbursement Request" means the request (whether one or more) in substantially the same form as Exhibit "G" attached hereto. "Construction Manager" means initially the Owner, and thereafter subject to change in accordance with Section 3.03 of this Agreement. The City acknowledges and agrees that (i) the Owner intends to subcontract out the duties of Construction Manager to a third party and (ii) Owner's hiring of the initial subcontractor to serve as the Construction Manager shall not be deemed a change in the Construction Manager pursuant to the terms and conditions of Section 3.03. "Construction Management Fee" means 4% of the costs incurred by or on behalf of Owner for the construction of each Segment. The Construction Management Fee is part of the Actual costs as shown on Exhibit "D ", Exhibit "F -1" and Exhibit "F -2 ". "Cost of Issuance Account" shall have the meaning given in the Indenture. "County" means Hays County, Texas. "Debt" means any bond, note, or other evidence of indebtedness incurred, entered into, or issued by the City related exclusively to the District. "Designated Successors and Assigns" shall mean (i) an entity to which Owner assigns (in writing) its rights and obligations contained in this Agreement pursuant to Section 8.03 related to all or a portion of the Property, (ii) any entity which is the successor by merger or otherwise to all or substantially all of Owner's assets and liabilities including, but not limited to, any merger or acquisition pursuant to any public offering or reorganization to obtain financing and/or growth capital; or (iii) any entity which may have acquired all of the outstanding stock or ownership of assets of Owner. "District" has the meaning given in the recitals to this Agreement. "Effective Date" has the meaning given in the recitals to this Agreement. "force majeure" shall mean delays due to strikes, acts of God, inability to obtain labor or materials, litigation, enemy action, civil commotion, fire, rain or windstorm, governmental action 30