Res 2018-173/amending and restating the Trace Public Improvement District Acquisition and Reimbursement Agreement

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AMENDED AND RESTATED TRACE PUBLIC IMPROVEMENT DISTRICT AQUISITION AND REIMBURSEMENT AGREEMENT This Amended and Restated Trace Public Improvement District Aquisition and Reimbursement Agreement (this "Reimbursement Agreement") is executed between San Marcos, Texas ("City") and Highpointe Trace, LLC, a California limited liability company (including its Designated Successors and Assigns, the "Owner") to be effective as of September 18, 2018 (each individually referred to as a"Party"and collectively as the"Parties"). RECITALS WHEREAS, on October 20, 2015, the City Council of the City of San Marcos, Texas (the "City Council") passed and approved Resolution No. 2015-145R (the "Creation Resolution") authorizing the creation of the Trace Public Improvement District (the "District") covering approximately 417.63 acres of land shown on a map thereof in the Creation Resolution (the "District Property"); and WHEREAS,on October 16,2016,the City Council and Owner entered into that certain Trace Public Improvement District Reimbursement Agreement(the"Original Agreement"); and WHEREAS, on October 20, 2015, the City Council approved that certain Trace Public Improvement District Financing Agreement by and between the Owner and the City, which was amended and restated on even date herewith pursuant to that certain Amended and Restated Trace Public Improvement District Financing Agreement (as it may be amended from time to time, the "ND Finance Agreement"); and WHEREAS, Special Assessments in the amount of $11,175,000.00 ("Initial Special Assessments") were previously levied against the Assessed Property within the District for the construction of Public Improvements pursuant to Ordinance No. 2015-146; WHEREAS, the Parties have agreed that the annual installments on the Initial Special Assessments in the amount of$830,500 that were due and payable on January 31, 2018 ("2018 Annual Installments")will be due and payable prior to the distribution of the Preliminary Official Statement; WHEREAS,additional Special Assessments in the amount of$10,925,000.00(the"Additional Special Assessments") were levied against the Assessed Property within the District for the construction of the Public Improvements by the City Council in accordance with the 2018 Amended and Restated Trace Public Improvement District Service and Assessment Plan (as the same may be amended or updated from time to time,the"SAP") which was approved by the City Council on August 7, 2018. For purposes herein, Initial Special Assessments and the Additional Special Assessments shall be collectively referred to herein as the"Special Assessments";and