RES 2024025 - Laserfiche WebLink

15 before or by any court, governmental agency or body, pending, with service of process upon the Authority having been accomplished, or threatened in writing against the Authority, challenging the creation, organization or existence of the Authority, or the validity of the Authority Documents or seeking to restrain or enjoin the collection of the Installment Payments under the Installment Sale Agreement or the repayment of the Bonds or in any way contesting the authority of the Authority to enter into or perform its obligations under the Authority Documents; (xii) An opinion of the City Attorney dated the Closing Date and addressed to the Underwriter and the Trustee to the effect that: (A) The City is a municipal corporation and general law city, duly organized and validly existing under the laws of the State of California; and (B) The City Resolution approving and authorizing the execution and delivery of the City Documents, and approving the Official Statement, was duly adopted at a meeting of the City Council that was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and such resolution is in full force and effect and has not been modified, amended, or rescinded; (C) To such counsel’s knowledge, the execution and delivery of the City Documents and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with, or constitute on the part of the City a breach of or 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, A Professional Law Corporation, 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;