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-45- <br />Parity Obligations <br /> <br />As described in “SECURITY FOR THE BONDS—Parity Obligations” above, the 2017 <br />Installment Purchase Contract permits the City to issue or incur Parity Obligations which <br />would be payable from Net Revenues on a parity with the payment of the 2017 Installment <br />Payments. In the event of a decline in Net Revenues available to pay the 2017 Installment <br />Payments, the existence of Parity Obligations could adversely affect the City’s ability to pay the <br />2017 Installment Payments. <br /> <br />Secondary Market <br /> <br />There can be no guarantee that there will be a secondary market for the Bonds or, if a <br />secondary market exists, that any Bonds can be sold for any particular price. Occasionally, <br />because of general market conditions or because of adverse history or economic prospects <br />connected with a particular issue, secondary marketing practices in connection with a particular <br />issue are suspended or terminated. Additionally, prices of issues for which a market is being <br />made will depend upon then-prevailing circumstances. Such prices could be substantially <br />different from the original purchase price. <br /> <br /> <br />APPROVAL OF LEGAL PROCEEDINGS <br /> <br />The legality and enforceability of the Bonds is subject to the approval of Jones Hall, A <br />Professional Law Corporation, San Francisco, California, acting as Bond Counsel. Certain <br />disclosure matters will be passed upon for the City and the Authority by Quint & Thimmig <br />LLP, Larkspur, California, acting as Disclosure Counsel. Certain legal matters will be passed <br />upon for the City and the Authority by Veronica Ramirez, Esq., the City Attorney. <br /> <br /> <br />LITIGATION <br /> <br />At the time of delivery of and payment for the Bonds, the City and the Authority will <br />certify that there is no action, suit, proceedings, inquiry or investigation, at law or in equity, <br />before or by any court, regulatory agency, public board or body, pending or, to the knowledge <br />of the City and the Authority, threatened against the City or the Authority affecting the <br />existence of the City or the Authority or the titles of its officers to their respective offices or <br />seeking to restrain or to enjoin the sale or delivery of the Bonds, the application of the proceeds <br />thereof in accordance with the Indenture, or in any way contesting or affecting the validity or <br />enforceability of the Bonds, the Indenture or the 2017 Installment Purchase Contract or any <br />action of the City or the Authority contemplated by any of said documents, or in any way <br />contesting the completeness or accuracy of this Official Statement or any amendment or <br />supplement thereto, or contesting the powers of the City or the Authority with respect to the <br />Bonds or any action of the City or the Authority contemplated by any of said documents, nor to <br />the knowledge of the City or the Authority, is there any basis therefor. <br /> <br /> <br />RATINGS <br /> <br />Moody’s Investor’s Service (“Moody’s) and S&P Global Ratings, a Standard & Poor’s <br />Financial Services LLC business (“S&P”), have assigned the ratings of “___” and “___,” <br />respectively, to the Bonds. Such ratings reflect only the views of Moody’s and S&P and any <br />desired explanation of the significance of such rating should be obtained from Moody’s at 7 <br />World Trade Center, 250 Greenwich Street, New York, NY 10007, and from S&P at 55 Water <br />Street, New York, NY 10041. Generally, a rating agency bases its rating on the information and <br />8.C. - Page 70