Human Services Commission Meeting Agenda Packet 10022024

13 (iii) The Preliminary Official Statement, and the Official Statement signed by authorized officials of the Authority and the City; (iv) The City Documents and the Authority Documents duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter; (v) A certification of the City that the insurance required to be in effect on the Closing Date under the Installment Sale Agreement is in fact in effect as of such date; (vi) The approving opinion of Bond Counsel dated the Closing Date and addressed to the City, in substantially the forms attached as an appendix to the Official Statement, and reliance letters thereon addressed to the Underwriter and the Trustee; (vii) A supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter, to the effect that: (A) the statements on the cover of the Official Statement and in the Official Statement under the captions “INTRODUCTION,” “FINANCING PLAN,” “THE 2024 BONDS,” “SECURITY FOR THE 2024 BONDS” and “TAX MATTERS” and in Appendices C and E, excluding any material that may be treated as included under such captions and appendices by any cross-reference, insofar as such statements expressly summarize provisions of the Bonds, the City Documents, the Authority Documents and Bond Counsel’s final opinion concerning the Bonds or state legal conclusions with respect to the matters covered by such final opinions, present a fair and accurate summary of the provisions thereof, provided that Bond Counsel need not express any opinion with respect to any financial or statistical data contained therein or with respect to the book-entry system in which the Bonds are initially issued; (B) The City Documents and the Authority Documents have been duly authorized, executed and delivered by the Authority and the City, as applicable, and are the valid, legal and binding agreements of the Authority and the City, as applicable, enforceable in accordance with their respective terms, except that the rights and obligations thereunder are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State, and provided that no opinion is expressed with respect to any indemnification or contribution provisions contained therein; and (C) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; (viii) Evidence that the ratings on the Bonds (both underlying and insured) are as described in the Official Statement; (ix) A certificate, dated the Closing Date, signed by a duly authorized officer of the Authority satisfactory in form and substance to the Underwriter to the effect that: (i) the representations, warranties and covenants of the Authority contained in the Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if Page 259 of 448Page 268 of 557