Res 2016-149/Approving an Acquisition and Reimbursement Agreement between the City of San Marcos and Highpointe Trace, LLC for the Trace Public Improvement District (PID)

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Revenue ") shall be deposited into an account held by the City that is segregated from all other funds of the City and used solely for the purposes set forth herein (the "MPI Project Fund "); and WHEREAS, the Parties intend that the Periodic Repayment Amount (defined below) shall be reimbursed to Owner from (i) the MPI Project Fund (ii) the net proceeds of Major Public Improvement PID Bonds issued by the City and secured by the MPI Project Fund; and WHEREAS, capitalized terms not defined herein shall have the meaning ascribed to them in the PID Finance Agreement. NOW THEREFORE, FOR VALUABLE CONSIDERATION THE RECEIPT AND ADEQUACY OF WHICH ARE ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: 1. Recitals. The recitals to this Reimbursement Agreement are true and correct, and are incorporated as part of this Reimbursement Agreement for all purposes. 2. Project Fund. The City shall cause the MPI Special Assessment Revenue to be deposited into the MPI Project Fund. 3. Periodic Repayment Amount. Subject to the terms, conditions, and requirements contained herein, the City agrees to reimburse the Owner, and the Owner shall be entitled to receive from the City, the amount equal to the Actual Cost of the Major Public Improvements (the "Repayment Amount ") plus interest on the unpaid balance in accordance with the terms of this Reimbursement Agreement until October 31, 2052 (the "Maturity Date "); provided, however, the Repayment Amount shall not exceed $9,314,750. The Repayment Amount shall be payable to the Owner upon completion of the Major Public Improvements, solely from: (i) the MPI Special Assessment Revenues deposited in the MPI Project Fund; or (ii) the net proceeds (after payment of costs of issuance) of the Major Public Improvement PID Bonds issued by the City and secured by the MPI Special Assessment Revenues; or (iii) a combination of items (i), and (ii). The Repayment Amount is authorized by the Act, was approved by the City Council, and represents the total costs to be assessed against the Assessed Property within the District for the Major Public Improvements which, upon completion, will be dedicated in fee or by easement and accepted by the City. The unpaid Repayment Amount shall bear simple interest per annum commencing upon the completion of the Major Public Improvements at the rate of (x) 6.00 % for years one through five and (y) 5.31% for years six through the Maturity Date or until Major Public Improvement PID Bonds are sold. If any portion of the Repayment Amount remains unpaid after the City issues its Major Public Improvement PID Bonds, the interest rate paid to the Owner shall be the same as the interest rate on the Major Public Improvement PID Bonds; provided, however, that such rate shall not exceed 5.31 %. The interest rate has been approved by the City Council and complies with the Act. 4. Unpaid Balance. The Repayment Amount, plus interest as described above (collectively, the "Unpaid Balance "), is payable to the Owner and secured under this