Ord 2019-003/authorizing the issuance of the City of San Marcos Special Assessment Revenue Bonds, Series 2018 (Trace Public Improvement District); approving aand authorizing an Indenture of Trust, a Bond Purchase Agreement, an Offering Memorandum, a

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of the underwriting period," the information contained in the Limited Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representations with respect to (i) the descriptions in the Limited Offering Memorandum of the DTC, or its book -entry -only system, and (ii) the City makes no representation with respect to the information in the Limited Offering Memorandum in the maps on pages (v), (vi) and (vii) or under the captions and subcaptions "PLAN OF FINANCE — Development Plan," " — Status of Public Improvements and Lot Development," " — Homebuilders and Status of Home Construction" and " — Status of Multi -family, Retail and Office/Business Park Sites," "BOOK -ENTRY ONLY SYSTEM," "THE PUBLIC IMPROVEMENTS," "THE DEVELOPMENT," "THE DEVELOPER," "THE SPECIAL ASSESSMENT CONSULTANT," "THE PID ADMINISTRATOR," `BONDHOLDERS' RISKS" (only as it pertains to the Developer, the Public Improvements and the Development, as defined in the Limited Offering Memorandum), "LEGAL MATTERS — Litigation – The Developer," "CONTINUING DISCLOSURE — The Developer" and " — The Developer's Compliance with Prior Undertakings" and "INFORMATION RELATING TO THE TRUSTEE," "APPENDIX E-2" and "APPENDIX F;" and further provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then -current form shall be conclusively deemed to be complete and correct in all material respects. 1. Supplements or Amendments to Limited Offering Memorandum. If the Limited Offering Memorandum is supplemented or amended pursuant to paragraph (d) of Section 5 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the twenty-fifth (25th) day subsequent to the "end of the underwriting period," the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that if the City notifies the Underwriter of any fact or event as required by Section 5(d) hereof, and the Underwriter determines that such fact or event does not require preparation and publication of a supplement or amendment to the Limited Offering Memorandum, then the Limited Offering Memorandum in its then - current form shall be conclusively deemed to be complete and correct in all material respects. in. Compliance with Rule 15c2-12. During the past five years, the City has complied in all material respects with its previous continuing disclosure undertakings made by it in accordance with Rule 15c2-12, except as described in the Limited Offering Memorandum. 12 4158-2138-4984.4