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Underwriter has financial and other interests that differ from any other party to this Agreement,
<br />(ii) in connection with the discussions, undertakings, and procedures leading up to the
<br />consummation of this transaction, the Underwriter is and has been acting solely as a principal
<br />and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii)
<br />the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with
<br />respect to the offering described herein or the discussions, undertakings, and procedures leading
<br />thereto (regardless of whether the Underwriter has provided other services or is currently
<br />providing other services to the City on other matters) and the Underwriter has no obligation to
<br />the City with respect to the offering described herein except the obligations expressly set forth in
<br />this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the
<br />extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ
<br />from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under
<br />Rule G-17 of the Municipal Securities Rulemaking Board ("MSRB"), which have been received
<br />by the City. The City further acknowledges and agrees that following the issuance and delivery
<br />of the Bonds, the Underwriter has indicated that it may have periodic discussions with the City
<br />regarding the expenditure of Bond proceeds and the construction of the Public Improvements (as
<br />defined herein) financed with the Bonds and, in connection with such discussions, the
<br />Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary
<br />of, and will not be assuming an advisory or fiduciary responsibility in favor of, the City.
<br />The Bonds shall be dated January 31, 2019 and shall have the maturities and redemption
<br />features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment
<br />for and delivery of the Bonds, and the other actions described herein, shall take place on January
<br />31, 2019 (or such other date as may be agreed to by the City and the Underwriter) (the "Closing
<br />Date").
<br />2. Authorization Instruments and Law. The Bonds were authorized by Ordinance
<br />No. enacted by the City Council of the City (the "City Council") on January 15, 2019
<br />(the "Bond Ordinance") and shall be issued pursuant to the provisions of Subchapter A of
<br />Chapter 372, Texas Local Government Code, as amended (the "Act"), and the Indenture of
<br />Trust, dated as of January 15, 2019, between the City and the Trustee, authorizing the issuance of
<br />the Bonds (the "Indenture"). The Bonds shall be substantially in the form described in, and shall
<br />be secured under the provisions of, the Indenture.
<br />The Bonds and interest thereon shall be secured by the proceeds of special assessments
<br />(the "Assessments," which consist of the Initial Assessments (as defined below) and the
<br />Additional Assessments (as defined below)) levied on the assessable parcels (consisting of
<br />approximately 303 acres) within the Trace Public Improvement District (the "District"). The
<br />District was established by Resolution No. 2015-145R (the "Creation Resolution"), enacted by
<br />the City Council on October 20, 2015, in accordance with the Act. Special assessments (the
<br />"Initial Assessments") were levied in accordance with a service and assessment plan, adopted by
<br />the City Council on October 18, 2016 (the "Initial Service and Assessment Plan"), pursuant to
<br />Ordinance No. 2016-42, (the "Initial Assessment Ordinance"). Additionally, special assessments
<br />(the "Additional Assessments") were levied in accordance with an amended and restated service
<br />and assessment plan, adopted by the City Council on October 16, 2018 (the "Amended and
<br />Restated Service and Assessment Plan"), pursuant to Ordinance No. 2018-38. On December 12,
<br />2018, Ordinance No. 2018-38 and the Amended and Restated Service and Assessment Plan were
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<br />4158-2138-4984.4
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