Agmt 2017 Flagship Facility Services, Inc. Citywide Janitorial Services

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Date as contemplated by the Indenture and this Bond Purchase Agreement; (C) no event affecting the Successor Agency has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (D) no further consent is required to be obtained for the inclusion of the financial statements of the Successor Agency for the Fiscal Year Ending June 30, [2016], as Appendix e to the Official Statement; (vii) an opinion of the City Attorney, as counsel to the Successor Agency, dated the Closing Date and addressed to the Successor Agency and the Underwriter to the effect that: (A) the Successor Agency is a public body, duly organized and existing under the laws of the State; (B) the Successor Agency has full legal power and lawful authority to enter into the Indenture, the Disclosure Certificate, the Irrevocable Refunding Instructions and this Bond Purchase Agreement; (C) the Successor Agency Resolutions have been duly adopted at meetings of the governing board of the Successor Agency, which were called and held pursuant to the law and with all public notice required by law and at each of which a quorum was present and acting throughout and the Successor Agency Resolutions are in full force and effect and have not been modified, amended or rescinded; (D) the Indenture, the Disclosure Certificate, the Irrevocable Refunding Instructions and this Bond Purchase Agreement have been duly authorized, executed and delivered by the Successor Agency and, assuming due authorization, execution and delivery by the other parties thereof, constitute valid, legal and binding agreements of the Successor Agency enforceable in accordance with their terms; (E) The information in the Official Statement under the captions "SECURITY FOR THE BONDS," "THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF SAN LEANDRO" and "THE REDEVELOPMENT PROJECT," insofar as such statements purport to summarize information with respect to the Successor Agency and its tax sharing agreements,fairly and accurately summarizes the information presented therein; and (F) Except as otherwise disclosed in the Official Statement,there is no litigation, action, suit, proceeding or investigation at law or in equity before or by any court, governmental agency or body,pending by way of a summons served against the Successor Agency or, to our knowledge, threatened against the Successor Agency (nor to our knowledge is there any basis therefore), challenging the creation, organization or existence of the Successor Agency, or the validity of the Indenture, the Disclosure Certificate, the Irrevocable Refunding Instructions or this Bond Purchase Agreement or seeking to restrain or enjoin any of the transactions referred to therein or contemplated hereby or thereby or contesting the authority of the Successor Agency to enter into or perform its obligations -11-