Assignment Agreement — San Jacinto City Council, April 1, 2025

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ASSIGNMENT AGREEMENT

BETWEEN

CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY

AND THE

BANC OF AMERICA PUBLIC CAPITAL CORP

RELATING TO

CITY OF SAN JACINTO
$9,097,000
2025 INSTALLMENT FINANCING
(WATER SYSTEM IMPROVEMENTS)
DATED AS OF APRIL 1, 2025
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1 ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT, dated as of April 1, 2025 (this “Assignment Agreement”), is made by and between the CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY, a joint powers authority duly organized and validly existing under and by virtue of the laws of the State of California (the “Authority”) and BANC OF AMERICA PUBLIC CAPITAL CORP, a Kansas corporation (together with its successors and assigns, hereinafter referred to as “Assignee”);
W I T N E S S E T H:

WHEREAS, the Authority desires to assign to the Assignee without recourse all of its rights under the Installment Purchase Agreement, dated as of April 1, 2025 (as supplemented, amended and restated from time to time, the “Installment Purchase Agreement”), between the Authority and the City of San Jacinto, a municipal corporation duly organized and validly existing under the laws of the State of California (the “City”), including all of its rights to receive Installment Payments scheduled to be paid or payable by the City under and pursuant to the Installment Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Installment Purchase Agreement.

Section 2. Assignment. The Authority hereby sells, assigns and transfers to the Assignee, irrevocably and absolutely, without recourse all of the Authority’s rights, title and interest in and to the Installment Purchase Agreement, including, without limitation, its right to receive, and enforce payment of, the Installment Payments to be paid by the City under and pursuant to the Installment Purchase Agreement, and the right to exercise all rights and remedies conferred on the Authority under the Installment Purchase Agreement as may be necessary or convenient to enforce payment of the Installment Payments, or otherwise to protect the interests of Assignee in the event of a default by the City under the Installment Purchase Agreement.

Section 3. Acceptance of Assignment. The Assignee hereby accepts the assignment and transfer of all of the Authority’s rights, title and interest in and to the Installment Purchase Agreement as are assigned and transferred to it pursuant to the terms of this Assignment Agreement.

Section 4. Deposit and Application of Funds. In consideration of the assignment made hereunder by the Authority to the Assignee, the Assignee hereby agrees to provide the amount of $9,097,000 on the Closing Date for the account of the Authority for the purpose of financing the Project, subject to the City and the Authority shall delivering to Assignee, in form and substance satisfactory to Assignee, the following:
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2 (a) the Installment Purchase Agreement executed by the City and the Authority and an Escrow and Account Control Agreement in form and substance satisfactory to Assignee (the “Escrow Agreement”) executed by the City, the Authority and Argent Institutional Trust Company, a Florida trust company (hereinafter referred to as “Escrow Agent”) and a copy of the Agreement dated ______, 2025 by and between the City and the __________ (“Vendor”) and the City (the “Vendor Agreement”)]; (b) A certified copy of a resolution, ordinance or other official action of the City’s governing body, authorizing the execution and delivery of the Installment Purchase Agreement and the Escrow Agreement and performance by the City of its obligations under the Installment Purchase Agreement and the Escrow Agreement; and a certified copy of a resolution, ordinance or other official action of the Authority’s governing body, authorizing the execution and delivery of the Installment Purchase Agreement, the Escrow Agreement and this Agreement and performance by the Authority of its obligations under the Installment Purchase Agreement, the Escrow Agreement and this Agreement; (c) An Incumbency Certificate completed and executed by the Clerk or Secretary or other comparable officer of the City, substantially in the form attached hereto as Exhibit A-1, completed to the satisfaction of Assignee; and an Incumbency Certificate completed and executed by the Secretary or other comparable officer of the Authority, substantially in the form attached hereto as Exhibit A-2 , completed to the satisfaction of Assignee;
(d) Opinions of Special Counsel and the City Attorney, which in the aggregate opine on the matters set forth in the form attached hereto as Exhibit B-1 and B-2 and which are otherwise satisfactory to Assignee; and an opinion of counsel to the Authority dated the Closing Date and addressed to and in form and substance satisfactory to Assignee; (e) Evidence of insurance as required by Section 4.5 of the Installment Purchase Agreement;
(f) Evidence that all the requirements under the 2015 Installment Sale Agreement and any other existing Parity Obligation and Contract and with respect to the execution and delivery of the Installment Purchase Agreement, this Agreement and the Escrow Agreement and the City’s acquisition, installation and financing of the Project and the transactions contemplated under the Installment Purchase Agreement have been satisfied and evidence of compliance with all the additional debt tests and restrictions and other conditions precedent in the Existing Parity Debt and any existing Parity Obligation Instrument in connection with the incurrence of debt evidenced by the Installment Purchase Agreement as a Parity Obligation;
(g) All documents, including financing statements, affidavits, notices and similar instruments which Assignee deems necessary or appropriate at that time pursuant to Section 4.1 of the Installment Purchase Agreement;
(h) A copy of the Form 8038 G, fully completed by Special Counsel as paid preparer and executed by the City;
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3 (i) In the event that the City is to be reimbursed for expenditures that it has paid more than sixty (60) days prior to the Closing Date, evidence of the adoption of a reimbursement resolution or other official action covering the reimbursement from tax exempt proceeds of expenditures incurred not more than sixty (60) days prior to the date of such resolution;
(j) Copies of invoices (and proofs of payment of such invoices, if the City seeks reimbursement) and bills of sale (if title to Project has passed to the City), to the extent required by Section 4.17of the Installment Purchase Agreement; (k) Wire instructions for payments to be made to Vendors and Form W 9 from each such Vendor;
(l) For each Vendor, a certified copy of any Surety Bond satisfying the conditions set forth in the Installment Purchase Agreement, if applicable, or, at Assignee’s sole discretion, such Surety Bonds may be provided after the Closing Date. (m) Evidence that each written agreement between the City and each Vendor provides and will provide that: (A) for and in consideration of amounts to be disbursed from the Escrow Account, that automatically and without any further act or action, ownership of and title to the Project (or portion thereof, as applicable) paid for by such disbursement shall vest in the City (or its assigns) immediately upon the Escrow Agent’s disbursement of moneys from the Escrow Account; and (B) acknowledges the vesting of legal title in the Project in the City as provided in Section 3.1 of the Installment Purchase Agreement.
(n) A certificate signed by an authorized officer of the City dated the Closing Date certifying that: (i) the representations and warranties of the City contained herein and in the other Financing Documents to which the City is a party are true and correct in all material respects on and as of the Closing Date; (ii) no Event of Default has occurred and is continuing or would result from the execution, delivery or performance of the Installment Purchase Agreement or any other Financing Document to which the City is a party; (iii) there has been no event or circumstance since the date of the audited annual financial statements of the City for the Fiscal Year ended June 30, 2024, that has resulted or could be reasonably expected to result, either individually or in the aggregate, in a Material Adverse Change; (iv) the accuracy and genuineness of the names and signatures of the persons authorized to sign, on behalf of the City, the Financing Documents to which the City is a party; (v) attached thereto are copies of the resolution of the governing board of the City approving the execution and delivery of the Financing Documents to which the City is a party, and the other matters contemplated hereby, that are true and complete in all material respects and in full force and effect on the Closing Date; (vi) there is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that challenges the organization or existence of the City, the authority of its governing board or officers, the proper authorization, approval and execution of the Financing Documents to which the City is a party, the ability of the City otherwise to perform its obligations under the Financing Documents to which the City is a party and the transactions contemplated thereby, the title of the City, as the case may be, in the Project 24438.70027\43315366.3
4 or the pari passu pledge of the Net Revenues granted to the Assignee or its assigns or the security interest granted to the Assignee or its assigns in and to the Collateral; and (vii) the correct legal name of the City for purposes of the Uniform Commercial Code in effect on April 10, 2025; a certificate signed by an authorized officer of the City dated the Closing Date in substantially the form attached hereto as Exhibit C; and such other closing certificates of the City in form and substance satisfactory to the Assignee; (o) If requested by Assignee, evidence that Assignee’s sale of the Project to the City under the Installment Purchase Agreement does not, and will not, result in an obligation of Assignee to pay any ad valorem property (whether on real or personal property) or other taxes of any kind under state, State law or federal law and, if any such taxes are so payable during the Term of the Installment Purchase Agreement, that the City has expressly provided for payment of such taxes in accordance with Section 3 of the Installment Purchase Agreement; and
(p) Such other items reasonably required by Assignee.

Section 5. Representations and Warranties of the Authority. The Authority hereby represents and warrants to the Assignee that, as of the Closing Date:
(a) No modifications, amendments or changes have been made to the Installment Purchase Agreement.
(b) The Installment Purchase Agreement is valid, binding and enforceable in accordance with its terms.
(c) It has not previously assigned any right, title or interest the Authority has in the Installment Purchase Agreement to any other party and no other party has any superior right, title or interest than such right, title and interest being assigned to the Assignee pursuant to this Assignment Agreement.
(d) It does not have any defenses, set-off rights, claims or other demands of any kind that can be asserted to reduce, eliminate or contravene the rights being assigned to the Assignee pursuant to this Assignment Agreement.
(e) It has the right to assign the Installment Purchase Agreement to the Assignee as set forth herein.
(f) The undersigned officer of the Authority has the requisite power and authority to enter into this Assignment Agreement.

Section 6. No Additional Rights or Duties. This Assignment Agreement shall not impose any duties, obligations or responsibilities upon the Authority or the Authority beyond those expressly provided in the Installment Purchase Agreement or as otherwise set forth herein.

Section 7. Further Assurances. The Authority will make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Assignment Agreement, and for 24438.70027\43315366.3
5 the better assuring and confirming to the Assignee the rights and obligations intended to be conveyed pursuant hereto.

Section 8. Counterparts. This Assignment Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement.

Section 9. Law Governing. This Assignment Agreement is made in the State of California under the Constitution and laws of the State of California and is to be so construed.

Section 10. Notices. All notices under this Assignment Agreement shall be in accordance with the Installment Purchase Agreement.

Section 11. Binding Effect; Successors. This Assignment Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Whenever in this Assignment Agreement any party is named or referred to, such reference shall be deemed to include such party’s successors and assigns and all covenants and agreements contained in this Assignment Agreement by or on behalf of any party hereto shall bind and inure to the benefit of such party’s successors and assigns whether so expressed or not. (Signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement as of the date first above written.

CITY OF SAN JACINTO PUBLIC

FINANCING AUTHORITY
By: ______________________________________
Robert Johnson, Executive Director

BANC OF AMERICA PUBLIC CAPITAL
CORP
By: ______________________________________
Authorized Officer
-Signature PageAssignment Agreement
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EXHIBIT A-1

INCUMBENCY CERTIFICATE OF THE CITY

INCUMBENCY AND SIGNATURE

CERTIFICATE OF THE CITY OF SAN JACINTO
The undersigned hereby state and certify:
(i) that they are the duly appointed, qualified and acting Mayor and City Clerk, respectively, of the City of San Jacinto, a general law city, duly organized and existing under and by virtue of the laws of the State of California (the “City”), and as such, are familiar with the facts herein certified and are authorized and qualified to certify the same; (ii) that the following are now, and have continuously been since the dates of the beginning of their respective current terms of office shown below, the duly elected, qualified and acting members of the City Council, and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names:

Member Ending Date of Current Term
Valerie Vandever, Mayor December 2026
Alonzo Ledezma, Mayor Pro Tem December 2026
Phil Ayala, Councilmember December 2028
Crystal Ruiz, Councilmember December 2028
Clarissa Sanchez, Councilmember December 2028
(iii) that the signatures set forth opposite the names and titles of the following persons are the true and correct specimen, or are the genuine, signatures of such persons, each of whom holds the office designated:

Name/Title Signature
Valerie Vandever, Mayor
Robert Johnson, City Manager
Erika Gomez, Finance Director
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Julia Espinoza, City Clerk
(iv) that for and on behalf of the City, the within-named City Manager has executed, and the within-named City Clerk has attested to that certain Installment Purchase Agreement dated as of April 1, 2025, by and between the City of San Jacinto Public Financing Authority, a joint powers authority duly organized and existing under the laws of the State of California (the “Authority) and the City;
(v) that for and on behalf of the City, the within named City Manager has executed that certain Escrow and Account Control Agreement dated April 1, 2025 by and among the Authority, the City, the Assignee and the Escrow Agent; and
(vi) this Officer’s Certificate of the City may be executed in counterparts, each of which shall be deemed an original.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Installment Purchase Agreement,
Dated: April 10, 2025

CITY OF SAN JACINTO
By: ______________________________________
Robert Johnson, City Manager
ATTEST:

By:

Julia Espinoza, City Clerk
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A-2-1
EXHIBIT A-2

INCUMBENCY CERTIFICATE OF THE AUTHORITY

INCUMBENCY AND SIGNATURE

CERTIFICATE OF THE AUTHORITY
The undersigned hereby state and certify:
(i) that they are the duly appointed, qualified and acting Executive Director and Secretary, respectively, of the City of San Jacinto Public Financing Authority, a California joint exercise of powers authority, duly organized and validly existing under and pursuant to the laws of the State of California, (the “Authority”), and as such, are familiar with the facts herein certified and are authorized and qualified to certify the same;
(ii) that the following are now, and have continuously been since the dates of the beginning of their respective current terms of office shown below, the duly appointed, qualified and acting members of the Board of Directors of the Authority, and the dates of the ending of their respective current terms of office are hereunder correctly designated opposite their names:

Member Ending Date of Current Term
Valerie Vandever, Chairperson December 2026
Alonzo Ledezma, Vice Chairperson December 2026
Phil Ayala, Member December 2028
Crystal Ruiz, Member December 2028
Clarissa Sanchez, Member December 2028
(iii) that the signatures set forth opposite the names and titles of the following persons are the true and correct specimen, or are the genuine, signatures of such persons, each of whom holds the office designated:

Name/Title Signature
Valerie Vandever, Chairperson
Robert Johnson, Executive Director
Erika Gomez, Treasurer
Julia Espinoza, Secretary
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(iv) that for and on behalf of the Authority, the within-named Executive Director has executed, and the within-named Secretary has attested to that certain Installment Purchase Agreement by and between the Authority and the City of San Jacinto (the “City”), dated as of April 1, 2025 relating to the City of San Jacinto Public Financing Authority 2025 Installment Financing (Water System Improvement) (the ”Installment Purchase Agreement); (v) that for and on behalf of the Authority, the within-named Executive Director has executed that certain Assignment Agreement by and between the Authority and the Assignee, dated as of April 1, 2025 relating to the City of San Jacinto Public Financing Authority 2025 Installment Financing (Water System Improvement); and
(vi) that for and on behalf of the Authority, the within named Executive Director has executed that certain Escrow and Account Control Agreement dated April 1, 2025 by and among the Authority, the City, the Assignee and the Escrow Agent; and (vii) this Incumbency and Signature Certificate of the Authority may be executed in counterparts, each of which shall be deemed an original.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Installment Purchase Agreement
Dated: ______________, 2025

CITY OF SAN JACINTO PUBLIC

FINANCING AUTHORITY
By:

Robert Johnson, Executive Director
By:

Julia Espinoza, Secretary
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B-1

EXHIBIT B

FORM OF SPECIAL COUNSEL AND OPINION TO THE CITY COUNSEL

OPINION OF SPECIAL COUNSEL TO THE AUTHORITY
April 10, 2025
We have acted a Special Counsel to the City of San Jacinto Public Financing Authority with respect to the Installment Purchase Agreement, dated as of April 1, 2025, by and between the City of San Jacinto Public Financing Authority, a joint powers authority duly organized and existing under the laws of the State of California, and the City of San Jacinto, a municipal corporation duly organized and existing under the laws of the State of California (the “Installment Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Installment Purchase Agreement. In this capacity we have reviewed the Constitution and the laws of the State of California and certain proceedings taken by the Authority. In such connection, we have reviewed the Financing Documents, the tax certificate of the Authority for the Bonds dated the date hereof (the “Tax Certificate”), certificates of the Authority and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein.

The opinions expressed herein are based on an analysis of existing statutes, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities.

Such opinions may be affected by actions taken or omitted or events occurring after the date hereof.

We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. We express no opinion with respect to any indemnification, contribution, lien priority or choice of law provisions contained in the foregoing documents.

In our examination, we have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents and the accuracy of the statements and representations contained in such documents. In addition, we have assumed the authority of and due execution by each of the parties to the documents other than the City.

We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Indenture and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to ensure that future actions, omissions or events will not cause interest on the Installment Payments to be included in gross income for federal income tax purposes. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Installment Purchase Agreement,
(i) the Instalment Purchase Agreement is authorized, valid and existing under the laws of the State of California;
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(ii) the entering into and performance of the Financing Documents by the City and the execution and delivery of this Installment Purchase Agreement and the incurrence of debt thereunder complies in all respects with the limitations and restrictions set forth in all of the Contracts and Parity Obligations including the 2015 Installment Sale Agreement; (iii) the Installment Purchase Agreement establishes a first lien on and pledge of the Net Revenues and other funds pledged thereby for the security of the Installment Payments and other amounts payable under this Installment Purchase Agreement, on a parity with the 2015 Installment Sale Agreement and any other Contract or Parity Obligation including issued in accordance with the terms of the Agreement;
(iv) the Authority has duly and validity adopted Resolution No. __ on April 1, 2025 (“Resolution”) at a meeting of the Board of Directors that was duly noticed and held and at which a quorum was present and acting throughout in accordance with the law of the State of California that are applicable to the City, and such Resolution is in full force and effect and has not been modified, amended or rescinded; and
(v) the portion of Installment Payments designated as interest is excluded from gross income for Federal income tax purposes under Section 103 of the Code and is exempt from State of California personal income taxes; and such interest is not a specific item of tax preference for purposes of the federal alternative minimum tax; and (vii) the tax-exempt status of interest on the interest component of Installment Payments under State laws. Although the interest components of the Installment Payments are excluded from gross income for purposes of federal income taxation, the accrual or receipt of interest on such Installment Payments, or any portion thereof, may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend on the recipient’s particular tax status or other items of income or deduction. We express no opinion regarding any such consequences.

The opinion expressed above in (v) as to the exclusion from gross income of the interest is based upon certain representations of fact and certifications made by the Authority and the City and others and is subject to the condition that the Authority and the City comply with all requirements of the Code that must be satisfied subsequent to the execution and delivery of the Agreement to assure that such interest will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause the portion of the interest payable under the Agreement to be included in gross income for federal income tax purposes retroactive to the date of execution and delivery of the Agreement. The Authority and the City has covenanted to comply with all such requirements. The opinions expressed herein may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. Other than expressly stated herein, we express no other opinion regarding tax consequences of the obligation of the Authority and the City under the Agreement.

The rights of the Assignee and the enforceability of the Installment Purchase Agreement may be subject to bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and their enforcement may be subject to the exercise of 24438.70027\43391873.1
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judicial discretion in accordance with general principles of equity. We express no opinion with respect to any indemnification, contribution, lien priority or choice of law provisions contained in the Financing Documents.

This opinion may not be relied upon by anyone other than the addressee hereof and its successors and assigns, without our written consent.

The opinions expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities.
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FORM OF OPINION OF THE CITY ATTORNEY\
City of San Jacinto
595 S. San Jacinto Ave.

San Jacinto, CA 92583
Banc of America Public Capital Corp
Re: Installment Purchase Agreement dated as of April 1, 2025, by and between the City of San Jacinto and the City of San Jacinto Public Financing Authority Ladies and Gentlemen:

We have acted as city attorney to the City with respect to Installment Purchase Agreement described above (the “Installment Purchase Agreement”) and in this capacity have reviewed a copy of the executed Installment Purchase Agreement and the executed Escrow and Account Control Agreement dated April 1, 2025 (the “Escrow Agreement”)., by and among the Authority, the City, the Escrow Agent, and the Assignee. We have also reviewed certificates executed by officers of the City, City of San Jacinto Public Financing Authority, Escrow Agent and Banc of America Public Capital Corp (the “Assignee”), as Assignee under the Assignment Agreement. As to questions of fact material to our opinion, we have relied upon the certificates of officers of the City, the Authority and the Bank and others which have been furnished to us, but we have not undertaken to verify the accuracy thereof through independent investigation. All terms not defined herein have the meanings ascribed to those terms in the Installment Purchase Agreement.

The opinions expressed herein are based on an analysis of existing statutes, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities.

Such opinions may be affected by actions taken or omitted or events occurring after the date hereof.

As used in this opinion, the phrase “current actual knowledge” means knowledge as we have obtained from (i) the incumbency and signature certificate of the City, (ii) the representations and warranties contained in each closing certificate of the City, and (iii) knowledge of facts or other information currently known to lawyers currently in our firm who have performed legal services for the City.
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Capitalized terms used herein but not defined have the meaning given them in the Lease.

Relying on such examination and pertinent law and subject to the limitations and qualifications hereinafter set forth, we are of the opinion that:

1. the City is duly organized, validly existing, and in good standing under the laws of the Stat.

2. the City has duly received all requisite approvals and has the legal power to enter into and perform under the Financing Documents;

3. all proceedings of the City necessary to be taken in connection with the authorization, execution, delivery and performance of the Financing Documents have been duly taken and all such authorizations are presently in effect;

4. the Financing Documents have been duly executed and delivered by the City and each constitutes the valid and binding obligation of the City enforceable against the City in accordance with its terms, except as enforceability may be limited: by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the rights of creditors generally and by general equitable principles which may limit the right to obtain the remedy of specific performance of obligation other than the obligation to pay money, and

5. the execution, delivery, and performance by the City of the Financing Documents does not as of the date of the opinion: (a) violate any provision of any law, rule or regulation, any judgment, order or ruling of any court or governmental agency, articles of organization, articles of incorporation, other charter documents, bylaws or operating agreement, as applicable, of the City, or any agreement, indenture, mortgage, or other instrument to which the City is a party or by which the City or any of its properties within the system is bound; or (b) be in conflict with, result in a breach of, or constitute with the giving of notice or passage of time, or both, a default under any such agreement, indenture, mortgage, or other instrument;

6. no consent, permission, authorization, order or license of any governmental authority is necessary in connection with the execution, delivery, performance, or enforcement of the Financing Documents, except such as have been obtained and are in full force and effect; and

7. the authorization, approval, execution and delivery of the Financing Documents and all other proceedings of the City relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, procurement and public bidding laws and all other applicable State or Federal laws; (viii) to the best of such counsel’s knowledge, there are no actions, suits, or proceedings affecting the City or any of its assets pending or threatened before any governmental entity which: (a) if adversely decided could have a material adverse effect on the City’s condition, financial or otherwise, operations, properties or business, or on its ability to perform its obligations under the Financing Documents; or (b) could adversely affect the transactions contemplated by the Financing Documents or the pledge of Net Revenues to repay Installment Payments and 24438.70027\43391873.1
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other amounts payable under this Installment Purchase Agreement on a pari passu basis with the 2015 Installment Sale Agreement and any other Contract or Parity Obligation or the security interest of Assignee or its assigns, as the case may be, in the Project, the Project Fund or other Collateral thereunder; or (c) seeks to rescind, terminate, modify, or suspend any consent, permission, authorization, order or license of any governmental authority referred to above.

Our engagement with respect to the Installment Purchase Agreement has concluded with its execution, and we disclaim any obligation to update this letter. 24438.70027\43391873.1
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EXHIBIT C

CERTIFICATE REGARDING REPRESENTATIONS AND WARRANTIES

OF THE CITY
$9,097,000

CITY OF SAN JACINTO PUBLIC FINANCING AUTHORITY
2025 INSTALLMENT FINANCING
(WATER SYSTEM IMPROVEMENTS)

CERTIFICATE OF THE CITY
The undersigned hereby states and certifies that she is the duly appointed, qualified and acting Finance Director of the City (the “City”) and as such she is authorized to sign a written certificate of the City as follows:
(i) the representations and warranties of the City contained in the Installment Purchase Agreement and in the other Financing Documents to which the City is a party are true and correct in all material respects on and as of the Closing Date; (ii) no Event of Default has occurred and is continuing or would result from the execution, delivery or performance of the Installment Purchase Agreement or any other Financing Document to which the City is a party;
(iii) there has been no event or circumstance since the date of the audited annual financial statements of the City for the Fiscal Year ended June 30, 2024, that has resulted or could be reasonably expected to result, either individually or in the aggregate, in a Material Adverse Change;
(iv) the accuracy and genuineness of the names and signatures of the persons authorized to sign, on behalf of the City, the Financing Documents to which the City is a party; (v) attached thereto are copies of the resolution of the governing board of the City approving the execution and delivery of the Financing Documents to which the City is a party, and the other matters contemplated hereby, that are true and complete in all material respects and in full force and effect on the Closing Date;
(vi) there is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that challenges the organization or existence of the City, the authority of its governing board or officers, the proper authorization, approval and execution of the Financing Documents to which the City is a party, the ability of the City otherwise to perform its obligations under the Financing Documents to which the City is a party and the transactions contemplated thereby, the title of the City, as the case may be, in the Project or the pari passu pledge of the Net Revenues granted to the Assignee or its assigns or the security interest granted to the Assignee or its assigns in and to the Collateral; and 24438.70027\43391873.1
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(vii) the correct legal name of the City is the City of San Jacinto for purposes of the Uniform Commercial Code in effect as of the date hereof;
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Installment Purchase Agreement, dated as of April 1, 2025, by and between the City of San Jacinto Public Financing Authority, a joint powers authority duly organized and existing under the laws of the State of California, and the City of San Jacinto, a municipal corporation duly organized and existing under the laws of the State of California.

Date: April 10, 2025

CITY OF SAN JACINTO
_______________________
Finance Director

San Jacinto City CouncilApril 1, 2025

San Jacinto City Council
April 1, 2025