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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e. that certain Agreement Regarding Fire Station, effective November 2, 2015 (the "Fire Station Agreement"), executed and delivered by the City and the Developer; f. that certain Agreement Regarding Conveyance of Right of Redemption and Waiver of Agricultural Valuation (TRACE PID) dated as of January 15, 2019, executed and delivered by the City, the Developer and UMB Bank, N.A., as Escrow Agent (the "Redemption Waiver Agreement"); g. that certain Land Contribution Agreement, effective April 17, 2018, executed and delivered by the Developer and the San Marcos Consolidated Independent School District ("the Elementary School Agreement"); and h. that certain Continuing Disclosure Agreement of Developer with respect to the Bonds, effective January 15, 2019 (the "Continuing Disclosure Agreement of Developer"), executed and delivered by the City, P3Works, LLC, as PID Administrator, and UMB Bank, N.A., as Dissemination Agent. The Developer has complied in all material respects with all of the Developer's agreements and covenants and satisfied all conditions required to be complied with or satisfied by the Developer under the Developer Documents on or prior to the date hereof. 4. Developer Representations, Warranties and Covenants. The Developer represents, warrants, and covenants to the City and the Underwriter that: a. Due Organization and Existence. The Developer is duly formed and validly existing as a limited liability company under the laws of the State of California, and is authorized to do business in the State of Texas. b. Organizational Documents. The copies of the organizational documents of the Developer provided by the Developer (the "Developer Organizational Documents") to the City and the Underwriter are fully executed, true, correct, and complete copies of such documents and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. C. No Breach. The execution and delivery of the Developer Documents by Developer does not violate any judgment, order, writ, injunction or decree binding on Developer or any indenture, agreement, or other instrument to which Developer is a party. d. No Litigation. Other than as described in the Preliminary Limited Offering Memorandum, there are no proceedings pending or threatened in writing before any court or administrative agency against Developer that is either not covered by insurance or which singularly or collectively would have a material, adverse effect on the ability of Developer to perform its obligations under the Developer Documents in all material respects or that would reasonably be expected to prevent or prohibit the development of the District in accordance with the description thereof in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. A-3 4158-2138-4984.4