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HomeMy WebLinkAboutC02 CityOfficerCertQuint & Thimmig LLP $4,125,000 TUSTIN PUBLIC FINANCING AUTHORITY Water Revenue Bonds, Series 2024 (Subordinate Lien) CERTIFICATE OF THE CITY The undersigned hereby states and certifies: 2/7/24 C2 (i) that the undersigned is the duly appointed, qualified and acting City Manager of the City of Tustin, a municipal corporation and general law city duly organized and existing under the laws of the State of California (the "City"), and as such, is familiar with the facts herein certified and is authorized and qualified to certify the same on behalf of the City; (ii) that the undersigned is a duly designated "Authorized Representative" of the City, as such term is defined in that certain Indenture of Trust, dated as of February 1, 2024 (the "Indenture"), by and between the Tustin Public Financing Authority (the "Authority") and The Bank of New York Mellon Trust Company, N.A., as trustee; (iii) that on February 6, 2024, the City Council of the City duly adopted Resolution No. 24-07, entitled "A 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DOCUMENTS AND APPROVING RELATED OFFICIAL ACTIONS," (the "Resolution") which Resolution has not been amended, modified, rescinded or repealed and remains in full force and effect as of the date hereof; (iv) that by all necessary action, the City _has duly authorized and approved the execution and delivery and the performance by the City of the obligations on its part contained in the following agreements (collectively referred to herein as the "Financing Documents"): (a) Commitment Agreement, dated February 7, 2024 (the "Purchase Agreement"), by Capital One Public Funding, LLC, as purchaser as accepted by the City and the Authority, (b) Installment Sale Agreement, dated February 1, 2024, by and between the City and the Authority, and (a) Placement Agent Agreement, dated as of February 1, 2024 (the "Placement Agent Agreement"), by and among the Authority, the City and Stifel, Nicolaus & Company, Incorporated, as placement agent (the "Placement Agent"); (v) that the representations and warranties of the City contained in the Agreements are true, complete and correct on and as of the date hereof; (vi) that the City has complied with and fully satisfied all of its agreements with and obligations to the Placement Agent under the Placement Agent Agreement; (vii) that as of its date and the date hereof, the information contained in the Placement Materials (as defined in the Placement Agent Agreement) is complete, true, and accurate and such information does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (viii) that there is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the undersigned, threatened (a) to restrain or enjoin the execution and delivery of the Financing Documents to which the City is a party, (b) in any way contesting or affecting the validity of the Financing Documents to which the City is a party, (c) in any way contesting the power of the City to execute and deliver the Financing Documents to which the City is a party, or (d) seeking to prohibit, restrain or enjoin the collection of moneys from the Enterprise to pay the Installment Payments securing the Bonds, or the compliance by the City of the covenants contained in the Financing Documents to which the City is a party, or questioning the authority of the City to fix, charge and collect rates for the services provided by the Enterprise as provided in the Installment Sale Agreement, nor to the best knowledge of the undersigned, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds or the Financing Documents to which the City is a party or materially adversely impair the City's ability to perform its obligations under the Financing Documents to which the City is a party. Dated: February 14, 2024 CITY OF TUSTIN By ev-? Nicole M. Bernard, City Manager -2-