Ord 2018-044/authorizing the issuance of the City of San Marcos Combination Tax and Surplus Revenue Certificates of Obligation, Series 2018

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as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The Certificates initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/Registrar,but on each substitute Certificate issued in conversion of and exchange for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE. (d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners of the Certificates that at all times while the Certificates are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance,and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may,at its option,change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective (a) when a substitute Paying Agent/Registrar has been appointed by the City and such appointment is accepted and (b)notice has been given to the Registered Owners of the appointment thereof, but such effective date shall not disrupt, delay, or otherwise adversely affect payment of the Certificates. In the event that the entity at any time acting as Paying Agent/Registrar(or its successor by merger,acquisition,or other method)should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books(or a copy thereof), along with all other pertinent books and records relating to the Certificates,to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar,the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first- class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Book-Entry-Only System. The Certificates issued in exchange for the Certificates initially issued as provided in Section 5(h) shall be issued in the form of a separate single fully registered Certificate for each of the maturities thereof registered in the name of Cede & Co. as nominee of DTC and except as provided in subsection (f) hereof, all of the Certificates shall be registered in the name of Cede&Co., as nominee of DTC. With respect to Certificates registered in the name of Cede &Co., as nominee of DTC,the City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC participants(the"DTC Participant")or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede& Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii)the delivery to any DTC participant or any other person, other than a Registered Owner, as shown on the Registration Books, of any notice with respect to the Certificates, including any notice of 5 SAN MARCOS(TWDB)CTRCO 2018'.Ordinance