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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EXHIBIT E CLOSING CERTIFICATE OF DEVELOPER Highpointe Trace, LLC, a California limited liability company (the "Developer"), DOES HEREBY CERTIFY the following as of the date hereof. All capitalized terms not otherwise defined herein shall have the meaning given to such term in the Limited Offering Memorandum. 1. The Developer is a limited liability company organized, validly existing and in good standing under the laws of the State of California, authorized to do business in the State of Texas. 2. Representatives of the Developer have provided information pertaining to the City of San Marcos, Texas (the "City") and FMSbonds, Inc. (the "Underwriter") to be used in connection with the offering by the City of its $[PRINCIPAL] aggregate principal amount of Special Assessment Revenue Bonds, Series 2019 (Trace Public Improvement District) (the "Bonds"), pursuant to the District's Preliminary Limited Offering Memorandum, dated January 7, 2019, and Limited Offering Memorandum dated January 15, 2019 (together, the "Limited Offering Memorandum"). 3. The Developer has delivered to the Underwriter and the City true, correct, complete and fully executed copies of (i) the Developer's organizational documents, including its Articles of Organization filed with the California Secretary of State, and (ii) a certificate of registration of a foreign company from the Texas Secretary of State, evidencing that the Developer is certified to conduct business in the State of Texas, and such documents have not been amended or supplemented and are in full force and effect as of the date hereof. 4. The Developer has delivered to the Underwriter and the City (i) a Certificate of Status from the Texas Secretary of State, (ii) verification of franchise tax account status from the Texas Comptroller of Public Accounts for the Developer and (iii) a Certificate of Status and an Entity Status Letter both from the California Secretary of State. 5. The Developer has executed and delivered each of the below listed documents (individually, a "Developer Document" and collectively, the "Developer Documents") in the capacity provided for in each such Developer Document, and each such Developer Document constitutes a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms: (a) that certain Developer Letter of Representations dated January 15, 2019; (b) the Amended and Restated Trace Public Improvement District Reimbursement Agreement, effective September 18, 2018 (the "Reimbursement Agreement"), executed and delivered by the City and the Developer; (c) the Trace Public Improvement District Financing Agreement, dated October 20, 2015, which was amended and restated on September 18, 2018 (the E-1 4158-2138-4984.4