Res 2018-172/amending and restating the Trace Public Improvement District Financing Agreement

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the addresses set forth below or at such other addresses as any be specified in writing by any Party hereto to the other parties hereto. Each notice which shall be mailed or delivered in the manner described above shall be deemed sufficiently given, served, sent, and received for all purpose at such time as it is received by the addressee(with return receipt,the delivery receipt or the affidavit of messenger being deemed conclusive evidence of such receipt) at the following addresses: If to City: City of San Marcos Attn: City Manager 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 a copy to: Metcalfe Wolff Stuart& Williams, LLP Attn: Steven C. Metcalfe 221 W. 6th, Suite 1300 Austin,Texas 78701 Facsimile: 512-404-2244 Section 8.02. Fee Arrangement/Administration of District (a) The Owner agrees that it will pay all of the City's reasonable 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 2018 SAP (including legal fees and financial advisory fees) ("City PID Costs"). Prior to closing of the Initial Major Improvement PD Bonds, the City shall CO submit to the Owner 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 Initial Major Improvement 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 Initial Major Improvement 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 Initial Major Improvement PID Bonds incurred by the Owner or otherwise, will be paid at closing from proceeds of the Initial Major Improvement PID Bonds. (b) The Owner shall be solely responsible for the costs associated with the issuance of any Additional Major Improvement PID Bonds. The terms of subparagraph (a) above shall apply to the Owner in the event that any Additional Major Improvement PID Bonds are issued. (c) The City has entered into a separate agreement with an Administrator to 18