Ord 2023-042 authorizing the issuance and sale of an amount not to exceed $1,120,000.00 of Combination Tax and Surplus Revenue Certificates of Obligation, Series 2023

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advantageous reasonably obtained. The Issuer hereby approves the Private Placement Memorandum prepared in connection with the issuance of the Certificates. The Certificates shall initially be registered in the name of the Texas Water Development Board or its designee. (b) The printing of a statement of insurance on the Certificates is hereby authorized, if and to the extent a municipal bond insurance policy is obtained in connection with the sale of the Certificates. The City Manager is hereby authorized to executed any documents necessary in connection with the issuance of such an insurance policy by the issuer thereof. Section 19. APPROVAL OF ESCROW AGREEMENT AND PAYING AGENT/REGISTRAR AGREEMENT. The Paying Agent/Registrar Agreement by and between the City and Regions Bank,Houston,Texas("Paying Agent Agreement"),in substantially the form and substance attached hereto as Exhibit"A" is hereby approved and the Mayor is hereby authorized and directed to complete, amend,modify, and execute the Paying Agent Agreement,as necessary. The Escrow Agreement by and between the City and Regions Bank, Houston, Texas , as Escrow Agent ("Escrow Agreement") in substantially the form and substance attached hereto as Exhibit "B" is hereby approved, and the Mayor is hereby authorized to complete, amend, modify, and execute the Escrow Agreement, as necessary. Section 20. AMENDMENTS TO ORDINANCE. The City hereby reserves the right to amend this Ordinance subject to the following terms and conditions,to-wit: (a) The City may from time to time, without the consent of but with notice to the Registered Owner,except as otherwise required by paragraph(b)below,amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the Registered Owner, (ii) grant additional rights or security for the benefit of the Registered Owner, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the Registered Owner, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (v)make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the City's Bond Counsel materially adversely affect the interests of the Registered Owner. (b) Except as provided in paragraph (a) above, the Registered Owner shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the City; provided, however, that without the consent of the Registered Owner, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in the Certificate so as to: (1) Make any change in the maturity of any of the outstanding Certificate; (2) Reduce the rate of interest borne by any of the outstanding Certificate; 26 SAN MARCOS(TWD13)CTRCO 2023&2023A:Ordinance($1,120,000)