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PID Bonds including, printing costs, costs of reproducing and binding documents, closing costs, <br />filing and recording fees, initial fees, expenses and charges of the Trustee, including its first <br />annual administration fee, expenses incurred by the City or Owners in connection with the <br />issuance of the PID Bonds (provided such expenses are defined as "issuance costs" under the <br />Tax Code), the SAP Consultant's fees, bond (underwriter's) discount or underwriting fee, legal <br />fees and charges, including Bond Counsel, charges for execution, transportation and safekeeping <br />of the PID Bonds and other costs, charges and fees in connection with the issuance of the PID <br />Bonds. <br />"Bond Issuance Request" means written request made by Whisper MC to the City in <br />good faith as evidenced by Whisper MC's expenditure of necessary amounts for market studies, <br />financial analysis, legal counsel, and other professional services and due diligence necessary to <br />support the request. <br />"Bond Ordinance" shall mean the ordinance of the City Council that will authorize and <br />approve the issuance and sale of the PID Bonds and provide for their security and payment, <br />either by the terms of the Bond Ordinance or an Indenture related to the PID Bonds. <br />"Bond Proceeds" shall have the meaning given in Section 6.01(a) hereof. <br />"Certification for Payment" means the certificate (whether one or more) in substantially <br />the same form as Exhibit `B" attached hereto. <br />"City" means the City of San Marcos, Texas. <br />"City Construction Representative" means the City Engineer or such other person <br />selected by the City to oversee the construction of the Public Improvements on behalf of the <br />City. <br />"City Council" means the City Council of City of San Marcos, Texas. <br />"City PID Costs" shall have the meaning given in Section 8.02 of this Agreement. <br />"Closing Disbursement Request" means the request (whether one or more) in <br />substantially the same form as Exhibit "F" attached hereto. <br />"Construction Management Fee" means 4% of the costs incurred by or on behalf of <br />Owners for the construction of each Segment. The Construction Management Fee is part of the <br />Actual costs as shown on Exhibit "D." <br />"Construction Manager" means initially Whisper MC, and thereafter subject to change <br />in accordance with Section 3.03 of this Agreement. The City acknowledges and agrees that (i) <br />Whisper MC intends to subcontract out the duties of Construction Manager to a third party and <br />(ii) Whisper MC's hiring of the initial subcontractor to serve as the Construction Manager shall <br />not be deemed a change in the Construction Manager pursuant to the terms and conditions of <br />Section 3.03. <br />27 <br />WHISPER PID FINANCING AGREEMENT <br />