JOINT POWERS FINANCING AUTHORITY AGENDA PACKET 9-15-26

4920-7579-2841v2/200302-0014 15 default under, as applicable: (a) any agreement or other instrument to which the City is a party or by which it is bound; or (b) any existing law, regulation, court order or consent decree to which the City is subject, which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the City Documents; and (D) To such counsel’s knowledge, except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit or investigation at law or in equity before or by any court, governmental agency or body, pending, with service of process upon the City having been accomplished, or threatened in writing against the City, challenging the creation, organization or existence of the City, or the validity of the City Documents or seeking to restrain or enjoin the payment of the Installment Payments or in any way contesting or affecting the validity of the City Documents or contesting the authority of the City to enter into or perform its obligations under any of the City Documents; (xiii) A negative assurance letter of Jones Hall LLP, as disclosure counsel (“Disclosure Counsel”), relating to the Preliminary Official Statement and the Official Statement, in form and substance satisfactory to the Underwriter; (xiv) An opinion of Underwriter’s Counsel, in form and substance satisfactory to the Underwriter; (xv) An opinion of counsel to the Trustee, addressed to the Underwriter and dated the Closing Date, in form and substance satisfactory to the Underwriter and to Bond Counsel; (xvi) A certificate or certificates, dated the Closing Date, signed by a duly authorized official of the Trustee in form and substance satisfactory to the Underwriter, and an incumbency certificate of the Trustee; (xvii) Preliminary and final statements of sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code relating to the Bonds and the Installment Sale Agreement; (xviii) A copy of the executed Blanket Issuer Letter of Representations by and between the Authority and DTC relating to the book-entry system; (xix) The tax and nonarbitrage certificate of the Authority and the City relating to the Bonds, and a form 8038-G relating to the Bonds, each in form and substance to the reasonable satisfaction of Bond Counsel and the Underwriter; (xx) A certificate, dated the date of the Preliminary Official Statement, of the Authority and the City, as required under Rule 15c2-12; (xxi) Certified copies of the JPA Agreement and related certificates issued by the Secretary of State of the State of California; (xxii) Evidence that a Debt Management Policy which complies with Section 8855 of the Government Code has been adopted by the City and/or the Authority; and (xxiii) Such additional legal opinions, certificates, proceedings, instruments or other documents as Bond Counsel or the Underwriter may reasonably request. Page 114 of 205