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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under this Agreement until a successor has been approved by the TWDB and has signed an acceptable escrow agreement. SECTION 12: EXPIRATION. This Agreement shall expire upon final transfer of the funds in the Escrow Accounts to the City. SECTION 13: POINT OF CONTACT. The points of contact for the Escrow Agent and the TWDB are as follows: Corporate Trust Department Executive Administrator Regions Bank Texas Water Development Board 3773 Richmond Avenue, Suite 1100 1700 North Congress Avenue Houston, TX 77046 Austin, Texas 78701 SECTION 14: CHOICE OF LAW. This Agreement shall be governed exclusively by the applicable laws of the State of Texas. Venue for disputes shall be in the District Court of Travis County, Texas. SECTION 15: ASSIGNABILITY. This Agreement shall not be assignable by the parties hereto, in whole or in part, and any attempted assignment shall be void and of no force and effect. SECTION 16: ENTIRE AGREEMENT. This Agreement evidences the entire Escrow Agreement between the Escrow Agent and the City and supersedes any other agreements,whether oral or written, between the parties regarding the Proceeds or the Escrow Accounts. No modification or amendment of this Agreement shall be valid unless the same is in writing and is signed by the City and consented to by the Escrow Agent and the TWDB. SECTION 17: VALIDITY OF PROVISIONS. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. SECTION 18: COMPENSATION FOR ESCROW SERVICES. The Escrow Agent shall be entitled to compensation for its services as stated in Exhibit A, which compensation shall be paid by the City but may not be paid directly from the Escrow Accounts. SECTION 19. DESIGNATION OF CITY REPRESENTATIVE. Each Authorized Official (as such term is defined in the Ordinance)is hereby designated as the duly appointed agent and financial official of the City under this Agreement. Such designation may be changed by written direction of the City delivered to the Escrow Agent(with a copy of such directive delivered to the TWDB by the City, as well). SECTION 20. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. 4 SAN MARCOS(TWDB)CTSRCO 2023&2023A:Escrow Agreement(TWDB)