HomeMy WebLinkAbout00 ScheduleQuint & Thimmig LLP
2/6/24
$4,125,000
TUSTIN PUBLIC FINANCING AUTHORITY
Water Revenue Bonds, Series 2024
(Subordinate Lien)
SCHEDULE OF TRANSCRIPT DOCUMENTS
A. BASE LEGAL DOCUMENTS
List of Financing Participants.
2. Proof of Publication of Notice of Joint Public Hearing in the Tustin News on
January 25, 2024, regarding Public Hearing held on February 6, 2024.
3. Tustin Public Financing Authority (the "Authority") Resolution No. 24-01,
entitled "RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
WATER REVENUE BONDS TO FINANCE IMPROVEMENTS TO THE CITY OF
TUSTIN'S MUNICIPAL WATER ENTERPRISE AND APPROVING RELATED
DOCUMENTS AND OFFICIAL ACTIONS," adopted by the Board of Directors
of the Authority on February 6, 2024, together with a Certificate Regarding
Authority Resolution.
4. City of Tustin (the "City") Resolution No. 24-07, entitled "RESOLUTION
APPROVING PROCEEDINGS BY THE TUSTIN PUBLIC FINANCING
AUTHORITY FOR THE ISSUANCE AND SALE OF ITS TUSTIN PUBLIC
FINANCING AUTHORITY (ORANGE COUNTY, CALIFORNIA) WATER
REVENUE BONDS TO FINANCE IMPROVEMENTS TO THE CITY'S
MUNICIPAL WATER SYSTEM APPROVING THE FORM AND
AUTHORIZING EXECUTION OF RELATED DOCUMENTS AND APPROVING
RELATED OFFICIAL ACTIONS," adopted by the City Council of the City on
February 6, 2024, together with a Certificate Regarding City Resolution.
5. Acknowledgment No. 2024-073, of Receipt of Report of Proposed Debt Issuance
(Authority) from the California Debt and Investment Advisory Commission
("CDIAC"), together with Report, and Acknowledgment No. 2024-076, of Receipt
of Report of Proposed Debt Issuance (City) from CDIAC, together with Report.
6. Commitment Agreement, dated February 14, 2024 (the "Commitment
Agreement"), by Capital One Public Funding LLC, as purchaser (the
"Purchaser"), as accepted by the City and the Authority.
7. Indenture of Trust, dated as of February 1, 2024 (the "Indenture"), by and
between the Authority and The Bank of New York Mellon Trust Company, N.A.,
as trustee (the "Trustee").
8. Installment Sale Agreement, dated as of February 1, 2024, by and between the
Authority, as seller and the City, as purchaser.
9. Placement Agent Agreement, dated February 14, 2024, by and among the
Authority, the City and Stifel, Nicolaus & Company, Incorporated, as placement
agent.
10. Certificate of Delivery of Report of Final Sale to CDIAC, together with Report.
B. AUTHORITY DOCUMENTS
1. Initial Notice as to Joint Powers Agreement, filed with and certified by the
California Secretary of State, together with any and all amendments thereto, and
with a Statement of Facts Roster Filing, as certified by the California Secretary of
State.
2. Certificate Regarding Effectiveness of Joint Exercise of Powers Agreement,
together with Joint Exercise of Powers Agreement and any and all amendments
thereto.
3. Incumbency and Signature Certificate of the Authority.
4. Certificate as to Arbitrage.
5. Certificate of the Authority, pursuant to Section 4(e)(6) of the Commitment
Agreement.
6. Written Request of the Authority to the Trustee regarding authentication and
delivery of the Bonds, pursuant to Section 3.01 of the Indenture.
7. Written Requisition No. 1 of the Authority for Disbursement from the Costs of
Issuance Fund, pursuant to Section 3.03 of the Indenture.
8. Form of Written Requisition of the Authority for Disbursement from the Project
Fund, pursuant to Section 3.04 of the Indenture.
9. Written Request to the Trustee Regarding Investments, pursuant to Section 5.05
of the Indenture, as acknowledged by the Trustee.
10. Certificate of Mailing Information Return for Tax -Exempt Governmental
Obligations, Form 8038-G, to the Internal Revenue Service Center, together with
Form 8038-G.
11. Opinion of Woodruff, Spradlin & Smart, P.C., as City Attorney and General
Counsel to the Authority, pursuant to Section 4(e)(4) of the Commitment
Agreement.
C. CITY DOCUMENTS
1. Incumbency and Signature Certificate of the City.
2. Certificate of the City, pursuant to Section 4(e)(7) of the Commitment
Agreement.
IPA
3. Certificate Regarding Use of Proceeds.
4. Certificate of the City Regarding Subordinate Obligations.
D. TRUSTEE DOCUMENTS
1. General Signing Resolution of the Trustee, pursuant to Section 4(e)(9) of the
Commitment Agreement.
2. Certificate of Trustee, pursuant to Section 4(e)(8) of the Commitment Agreement.
3. Trustee's Receipt of Bond Proceeds.
4. Opinion of Foley & Lardner LLP, as Counsel to the Trustee, pursuant to Section
4(e)(5) of the Commitment Agreement.
E. PURCHASER AND CONSULTANT DOCUMENTS
1. Receipt for Bonds.
2. Specimen Bond.
3. Lender Certificate.
4. Representation Letters.
F. BOND COUNSEL DOCUMENTS
1. Final Approving Legal Opinion of Quint & Thimmig LLP, as bond counsel
("Bond Counsel").
2. Supplemental Opinion of Bond Counsel, pursuant to Section 4(e)(3) of the
Commitment Agreement.
3. Reliance Letter to the Purchaser and the Trustee Regarding Final Approving
Legal Opinion of Bond Counsel.
G. MISCELLANEOUS DOCUMENTS
1. Final Numbers.
2. City Resolution No. 24-08, entitled "RESOLUTION APPROVING THE FORM
AND AUTHORIZING THE EXECUTION OF A FIRST AMENDMENT TO THE
INDENTURE OF TRUST, DATED AS OF SEPTEMBER 1, 2016, BY AND
BETWEEN THE CITY AND THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., RELATING TO THE $21,515,000 CITY OF TUSTIN (ORANGE
COUNTY, CALIFORNIA) 2016 WATER REFUNDING REVENUE BONDS, AND
A FIRST AMENDMENT TO THE INDENTURE OF TRUST, DATED AS OF
FEBRUARY 1, 2020, BY AND BETWEEN THE CITY AND THE BANK OF NEW
-3-
YORK MELLON TRUST COMPANY, N.A., RELATING TO THE $14,910,000
CITY OF TUSTIN (ORANGE COUNTY, CALIFORNIA) TAXABLE WATER
REFUNDING REVENUE BONDS, SERIES 2020," adopted by the City Council of
the City on February 6, 2024, together with a Certificate Regarding City
Resolution.
3. Indenture of Trust, dated as of September 1, 2016, by and between the City and
the Trustee (the "2016 Indenture").
4. First Amendment to Indenture of Trust, dated as of February 1, 2024, by and
between the City and the Trustee, amending the 2016 Indenture.
5. Indenture of Trust, dated as of February 1, 2020, by and between the City and the
Trustee (the "2020 Indenture").
6. First Amendment to Indenture of Trust, dated as of February 1, 2024, by and
between the City and the Trustee, amending the 2020 Indenture.
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