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)

Home Browse Search

8. Termination. Subject to the Maximum Repayment Amount authorized in Section 3, once all payments paid to the Owner under this Reimbursement Agreement (including net proceeds of the Major Public Improvement RID Bonds) equal the Unpaid Balance, this Reimbursement Agreement shall terminate; provided, however that if on the Maturity Date, after application of the net proceeds of any Major Public Improvement PID Bonds, any portion of the Unpaid Balance remains unpaid, such Unpaid Balance shall be canceled and for all purposes of this Reimbursement Agreement shall be deemed to have been conclusively and irrevocably PAID IN FULL; provided further that if any MPI Assessment Revenue remain due and payable and are uncollected on the Maturity Date, such MPI Assessment Revenue, when, as, and if collected after the Maturity Date, shall be applied to any amounts due in connection with outstanding Major Public Improvement PID Bonds, and then paid to the Owner and applied to the Unpaid Balance. 9. Non - Recourse Obligation. The obligations of the City under this Reimbursement Agreement are non - recourse and payable only from (i) MPI Special Assessments, or (ii) net proceeds of Major Public Improvement PID Bonds; and such obligations do not create a debt or other obligation payable from any other City revenues, taxes, income, or property. None of the City or any of its elected or appointed officials or any of its employees shall incur any liability hereunder to the Owner or any other party in their individual capacities by reason of this Reimbursement Agreement or their acts or omission under this Reimbursement Agreement. 10. No Defense. Following the City's inspection and approval of the Major Public Improvements, there will be no conditions or defenses to the obligation of the City to use the proceeds of the Major Public Improvement PID Bonds to pay the Unpaid Balance and to pledge the MPI Special Assessment Revenues as security for such bonds, other than the City's right to pay costs of issuance of such bonds and /or other costs incurred by the City relating to the Major Public Improvements. As applicable, the City hereby agrees to transfer such portion of the MPI Special Assessment Revenues to the Trustee under the applicable Indenture. 11. No Waiver. Nothing in this Reimbursement Agreement is intended to constitute a waiver by the City of any remedy the City may otherwise have outside this Reimbursement Agreement against any person or entity involved in the design, construction, or installation of the Major Public Improvements. 12. Governing Law, Venue. This Reimbursement Agreement is being executed and delivered, and is intended to be performed in the State of Texas. Except to the extent that the laws of the United States may apply to the terms hereof, the substantive laws of the State of Texas shall govern the validity, construction, enforcement, and interpretation of this Reimbursement Agreement. In the event of a dispute involving