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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this Reimbursement Agreement, venue for such dispute shall lie in any court of competent jurisdiction in San Marcos, Texas. 13. Notice. Any notice required or contemplated by this Reimbursement Agreement shall be deemed given at the addresses shown below: (i) when delivered by a national company such as FedEx or UPS with evidence of delivery signed by any person at the delivery address regardless of whether such person was the named addressee; or (ii) 24 hours after the notice was deposited with the United States Postal Service, Certified Mail, Return Receipt Requested. Any Party may change its address by delivering written notice of such change in accordance with this section. If to City: City of San Marcos Attn: Chief Financial Officer 630 East Hopkins 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 o copy to: Metcalfe Wolff Stuart & Williams, LLP Attn: Steven C. Metcalfe 221 W. 6th, Suite 1300 Austin, Texas 78701 Facsimile: 512.404.2244 14. Invalid Provisions. If any provision of this Reimbursement Agreement is held invalid by any court, such holding shall not affect the validity of the remaining provisions, and the remainder of this Reimbursement Agreement shall remain in full force and effect. 15. Exclusive Rights of Owner. Owner's right, title and interest into the payments of Periodic Repayment Amounts, as described herein, shall be the sole and exclusive property of Owner (or its Transferee) and no other third party shall have any claim or right to such funds unless Owner transfers its rights to its Unpaid Balance to a Transferee in writing and otherwise in accordance with the requirements set forth herein. Subject to the terms of Section 16 hereof, Owner has the right to convey, transfer, assign, mortgage, pledge, or otherwise encumber, in whole or in part, all or any portion of Owner's right, title, or interest under this Agreement including, but not limited to, any right, title or interest of Owner in and to payment of its Unpaid Balance (a "Transfer," and the person or entity to whom the transfer is made, a "Transferee "). Notwithstanding the foregoing, no Transfer shall be effective until written notice of the Transfer, including the name and address of the Transferee, is provided to the City. The