Res 2017-139/Whisper finance agreement

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If to City: City of San Marcos Attn: City Manager 630 East Hopkins San Marcos, TX 78666 Facsimile: 512-396-2683 If to Owners: Whisper Master Community and Yanington Partners, Ltd. Limited Partnership 9811 South IH 35 Building 3, Suite 100 Austin, Texas 78744 With a copy to: McLean & Howard, L.L.P. Attn: Jeffrey S. Howard Barton Oaks Plaza, Building II 901 South MoPac Expressway, Suite 225 Austin, Texas 78746. Facsimile: 512-328-2409 Section 8.02. Fee Arrangement/Administration of District (a) The Owners agree that they 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 and this Agreement (including legal fees and financial advisory fees) ("City PID Costs"). Prior to closing of the PID Bonds, the City shall (i) submit to the Owners 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 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 PID Bonds, will be paid at closing from proceeds of the PID Bonds. Further, the Owners agree that it will be responsible for paying the Administrative Expenses. (b) The City may enter into a separate agreement with an Administrator to administer the District upon adoption of the Service and Assessment Plan. 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) Owners may, in their 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 Public Improvements, however, Owners shall not transfer or assign its rights or obligations under this Agreement with 18 WHISPER PID FINANCING AGREEMENT