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<br />REIMBURSEMENT AGREEMENT <br /> <br />This Agreement (this "Agreement") is made by and between the REINVESTMENT <br />ZONE NO. TWO, CITY OF SAN MARCOS, TEXAS (the "Zone"), a tax increment <br />reinvestment zone created by the City of San Marcos, Texas the pursuant to Chapter 311 of the <br />Texas Tax Code, as amended, acting by and through its governing body, the Board of Directors <br />(the "Zone Board"), the CITY OF SAN MARCOS, TEXAS (the "City"), a municipal <br />corporation and home-rule city of the State of Texas principally situated in Hays County, acting <br />by and through its governing body, the City Council of the City (the "City Council"), and <br />CARMA BLANCO VISTA, LTD., a Texas Limited partnership (the "Developer"), acting by <br />and through its authorized representative. <br /> <br />RECITALS <br /> <br />1. Pursuant to Chapter 311 of the Texas Tax Code, as amended, and Ordinance No. 2005-17 <br />(the "TIRZ Ordinance"), the City Council created the Zone in the City, approved a <br />preliminary Project Plan and Reinvestment Zone Financing Plan, and appointed its Board of <br />Directors. <br /> <br />2. The Zone Board and the City Council have adopted a final Project Plan and Reinvestment <br />Zone Financing Plan (the "Proiect and Financing Plan"), which will provide that the Zone <br />will undertake to make certain improvements in the Zone consisting of the construction of a <br />railroad overpass and related infrastructure to extend Yarrington Road over the existing <br />Union Pacific Railroad tracks (the "Project"). <br /> <br />3. The Project and Financing Plan contemplate "Project Costs" relating to the construction of <br />the Proj ect. <br /> <br />4. The Texas Tax Code provides that the Zone may enter into agreements as the Zone Board <br />considers necessary or convenient to implement the Project and Financing Plan and achieve <br />its purposes. <br /> <br />5. The Developer is in the process of constructing the Project. <br /> <br />6. The City and the Zone Board have determined that it is in the best interest of the Zone to <br />contract with the Developer, in order to provide for the efficient and effective <br />implementation of certain aspects of the Project and Financing Plan, which includes the <br />construction of the Project. <br /> <br />7. The Zone intends to reimburse the Developer for the Project Costs (as defined herein) <br />pursuant to this Agreement. <br /> <br />AGREEMENT <br /> <br />For and in consideration of the mutual promises, covenants, obligations, and benefits of <br />this Agreement, the City, the Zone and the Developer contract and agree as follows: <br />