JOINT POWERS FINANCING AUTHORITY AGENDA PACKET 9-15-26

4920-7579-2841v2/200302-0014 16 Section 9. Changes in the Official Statement. After the Closing, the Authority and the City will not adopt any amendment of or supplement to the Official Statement to which the Underwriter shall reasonably object in writing. Within twenty-five (25) days following the end of the underwriting period, if any event relating to or affecting the Bonds, the Trustee, the City or the Authority shall occur as a result of which it is necessary, in the opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the Authority and the City will forthwith prepare and furnish to the Underwriter an amendment or supplement that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to purchaser, not misleading. The Authority and the City shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with the MSRB. The Underwriter acknowledges that the end of the underwriting period will be the Closing Date. Section 10. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein: (a) The Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid (from the proceeds of the Bonds or from any legally available funds) all expenses that are incident to the performance of the City’s and the Authority’s obligations hereunder, including, but not limited to, the cost of printing and delivering the Bonds to the Underwriter, the cost of preparation, printing, distribution and delivery of the City Documents, the Authority Documents, the Preliminary Official Statement, the Official Statement and all other agreements and documents that are contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter, the fees and disbursements of the Trustee, Bond Counsel, Disclosure Counsel, PFM Financial Advisors LLC as Municipal Advisor, and any accountants, engineers or any other experts or consultants retained by or on behalf of the City in connection with the issuance of the Bonds, and any other expenses that are agreed to by the parties; and (b) The Authority and the City shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any “blue sky” or legal investment memoranda and the Purchase Agreement; expenses to qualify the Bonds for sale under any “blue sky” or other state securities laws; and all other expenses that are incurred by the Underwriter in connection with the public offering and distribution of the Bonds (except those which are specifically enumerated in paragraph (a) of this section), including the fees and disbursements of Underwriter’s Counsel, any rating agencies, MSRB fees, and any advertising expenses. Section 11. Notices. Any notice or other communication to be given to the Underwriter under the Purchase Agreement may be given by delivering the same in writing to Siebert Williams Shank & Co., LLC, 1999 Harrison Street, Suite 2720, Oakland, CA 94612; Attention: David Stinfil, Managing Director. All notices or communications hereunder by any party shall be given and served upon each other party. Any notice or communication to be given to the City or the Authority under the Purchase Agreement may be given by delivering the same in writing to the address set forth on the first page of the Purchase Agreement. Section 12. Parties in Interest. The Purchase Agreement is made solely for the benefit of the Authority, the City, and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the Authority and the City in the Purchase Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Bonds. Page 115 of 205