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Public Funding
January 29, 2024
City of Tustin
300 Centennial Way
Tustin, CA 92780
Re: Tustin Public Financing Authority Water Revenue Bonds, Series 2024 (Subordinate
Lien), evidencing a loan to be made by Capital One Public Funding, LLC, for the
benefit of the City of Tustin, California
Ladies and Gentlemen:
Thank you for selecting Capital One Public Funding, LLC ("COPF"), as your financing source. We
are delivering this letter to describe our role in the above -referenced financing and to assist with
documenting certain aspects of the transaction.
COPF is not undertaking to act as a municipal advisor to you or any other person within the meaning
of Section 15B of the Securities Exchange Act of 1934 and the municipal advisor rules of the
Securities and Exchange Commission (Rule 1513a1-1 et seq.). We have no fiduciary duty to you or
to any other person in connection with this transaction and intend only to enter into an arm's-length
transaction involving extending credit to you through the direct funding of this transaction.
All direct or indirect communications you have or will receive from us regarding this transaction
consist solely of general information or the terms under which COPF may be willing to fund this
transaction for COPF's own account. COPF is not recommending that you take an action with
respect to this information, and you should discuss this information with such financial, tax, legal
and other advisors as you deem appropriate.
We understand that you will consult with and rely on the advice of your own municipal, financial,
tax, legal and other advisors as you deem appropriate in connection with this transaction, including,
in particular, Fieldman, Rolapp & Associates, Inc., an independent registered municipal advisor.
Please sign and return the attached representation letter (Attachment 1) by e-mail to our counsel,
Kronick, Moskovitz, Tiedemann & Girard (e-mail: jcristy@kmtg.com). In addition, we have
attached hereto the form of our lender certificate (Attachment 2), which further describes our role in
this transaction. We intend to execute and deliver to you a certificate in this form (or substantially
similar) at closing.
Your execution and delivery of the representation letter will also confirm your receipt and
understanding of the disclosures regarding COPF's role in this transaction that are set out in the
second paragraph of this letter and the attached form of COPF lender certificate and are required
pursuant to Rule 15Ba1-1(d)(3)(vi)(C).
2470416.2 11338-005
City of Tustin
January 29, 2024
Page 2
Please let us know if you, your advisors or your counsel would like to further discuss these
documentation matters or if you have any questions about our role. Thank you again for doing
business with us. We look forward to working with you.
Sincerely,
1`17 aw--kL) J��
Senior Vice President
CAPITAL ONE PUBLIC FUNDING, LLC
2470416.2 11338-005
REPRESENTATION LETTER
, 2024
Capital One Public Funding, LLC
1307 Walt Whitman Road, 3rd Floor
Melville, NY 11747
Attn.: Maryann Santos
Re: Independent Registered Municipal Advisor Representation in connection with the
Tustin Public Financing Authority Water Revenue Bonds, Series 2024 (Subordinate
Lien), evidencing a loan to be made by Capital One Public Funding, LLC, for the
benefit of the City of Tustin, California
Dear Ms. Santos:
We are writing to provide you with certain representations pursuant to the municipal advisor
rules of the Securities and Exchange Commission (Rules 1513al-1 to 1513al-8 and 15Bc4-1) (the
"Municipal Advisor Rules") adopted by the Securities and Exchange Commission (the "SEC")
under the Securities Exchange Act of 1934, as amended (the "Act"), regarding our independent
registered municipal advisor.
Pursuant to paragraph (d)(3)(vi)(B) of Rule 1513al-1, we hereby represent to you that, with
respect to the transaction described above, we are represented by, and will rely on the advice of,
Fieldman, Rolapp & Associates, Inc. (the "Advisor"), regarding matters relating to the issuance of
municipal securities and municipal financial products (as such terms are defined in the Municipal
Advisor Rules and the Act). As used in the preceding sentence, "rely on" means that we will seek
and consider, though not necessarily follow, the advice, analysis, and perspective of the Advisor.
You may rely on this representation letter until such time as you receive notice from us.
Sincerely,
CITY OF TUSTIN
Its:
2470416.2 11338-005 Attachment 1
FORM OF LENDER CERTIFICATE
Dated: February _, 2024
Capital One Public Funding, LLC, Melville, New York ("COPF") hereby certifies as
follows with regard to the Water Revenue Bond, Series 2024 (Subordinate Lien) (the "Bond") in the
principal amount of $4,125,000 issued by the Tustin Public Financing Authority (the `Authority ")
pursuant to an Indenture of Trust (the `Indenture ") between the Authority and The Bank of New
York Mellon Trust Company, N.A., as trustee (the "Trustee "), debt service with respect to which
will be paid from installment payments made by the City of Tustin (the "Borrower") under an
Installment Sale Agreement (together with the Bond, the "Loan Obligation "):
1. COPF has full power and authority to carry on its business as now conducted, deliver
this Original Purchaser Certificate and make the representations and certifications contained herein.
2. COPF is a lender that regularly extends credit to state and local governments by
making loans and acquiring repayment obligations that are evidenced by obligations such as the
Loan Obligation; has knowledge and experience in financial and business matters that make it
capable of evaluating the Borrower, the Loan Obligation and the risks associated with the extension
of credit evidenced by the Loan Obligation; has the ability to bear the economic risk of extending the
credit evidenced by the Loan Obligation; and is a limited liability company controlled by a bank
engaged in the primary business of extending credit and making loans to state and local governments
and non-profit entities and has total assets in excess of $1 billion. COPF is not acting as a broker,
dealer, municipal securities underwriter, municipal advisor or fiduciary in connection with its
extension of credit evidenced by the Loan Obligation.
3. COPF has conducted its own investigation of the financial condition of the Borrower,
of the purpose for which the Loan Obligation is being executed and delivered, and of the security for
the payment of the principal of and interest on the Loan Obligation and has obtained such
information regarding the Loan Obligation and the Borrower and its operations, financial condition,
and financial prospects as COPF deems necessary to make an informed lending decision with respect
to its extension of credit evidenced by the Loan Obligation.
4. COPF extending credit to the Borrower evidenced by the Loan Obligation and is
acquiring the interests in the Loan Obligation as a vehicle for making a commercial loan for its own
loan account and with the present intention of holding the Loan Obligation to maturity or earlier
prepayment, provided that COPF retains the right at any time to dispose of the Loan Obligation or
any interest therein or portion thereof, but agrees that any such sale, transfer or distribution by COPF
shall be made in accordance with applicable law and the provisions of the Loan Obligation and
related documents only in whole to (a) an affiliate of COPF or (b) a bank, trust, custodian, insurance
company, or other financial institution or an affiliate thereof.
COPF and its assignees further retain the right to sell or assign participation interests in the
Loan Obligation, in minimum amounts of $250,000, to an entity listed in (a) or (b) of this Section 4,
provided that any participation, custodial, or similar agreement under which multiple ownership
interests are created in the Loan Obligation shall provide the method by which the owners of such
interests shall establish the rights and duties of a single entity, owner, servicer, or other fiduciary or
agent acting on behalf of all of the assignees to act on their behalf with respect to the rights and
interests of the registered owner of the Loan Obligation, including with respect to the exercise of
2470416.2 11338-005 1 Attachment 2
rights and remedies of the registered owner on behalf of such owners upon the occurrence of an
event of default under the Loan Obligation.
5. COPF acknowledges that (a) the Loan Obligation (i) has not been registered under the
Securities Act of 1933, as amended, (ii) has not been registered or otherwise qualified for sale under
the securities laws of any state, and (iii) will not be listed on any securities exchange and (b) there is
no established market for the Loan Obligation and that none is likely to develop. COPF understands
and acknowledges that (a) its extension of credit evidenced by the Loan Obligation is not intended to
be subject to the requirements of Rule 15c2-12 promulgated under the Securities Exchange Act of
1934, as amended, and (b) in connection with COPF's extension of credit evidenced by the Loan
Obligation, the Borrower has not prepared or caused to be prepared, any official statement, private
placement memorandum or other offering document.
6. CON is acting solely for its own loan account and not as a fiduciary for the Borrower
or in the capacity of broker, dealer, placement agent, municipal securities underwriter, municipal
advisor, or fiduciary. COPF has not provided, and will not provide, financial, legal (including
securities law), tax, accounting, or other advice to or on behalf of the Borrower (including to any
municipal advisor or any placement agent engaged by the Borrower) with respect to the structuring,
issuance, sale, or delivery of the Loan Obligation. COPF has no fiduciary duty pursuant to
Section 15B of the Securities Exchange Act of 1934, as amended, to the Borrower with respect to the
transactions relating to the structuring, issuance, sale, or delivery of the Loan Obligation and the
discussions, undertakings, and procedures leading thereto. Each of the Borrower, its municipal
advisor, and its placement agent has sought and shall seek and obtain financial, legal (including
securities law), tax, accounting, and other advice (including as it relates to structure, timing, terms,
and similar matters and compliance with legal requirements applicable to such parties) with respect
to the Loan Obligation from its own financial, legal, tax, and other advisors (and not from the
undersigned or its affiliates) to the extent that the Borrower, its municipal advisor, or its placement
agent desires to, should, or needs to obtain such advice. CON expresses no view regarding the legal
sufficiency of its representations for purposes of compliance with any legal requirements applicable
to any other party, including but not limited to the Borrower's municipal advisor or placement agent,
or the correctness of any legal interpretation made by counsel to any other party, including but not
limited to counsel to the Borrower's municipal advisor or placement agent, with respect to any such
matters. The transactions between the Borrower and COPF are arm's-length, commercial
transactions in which COPF is acting and has acted solely as a principal and for its own interest, and
COPF has not made recommendations to the Borrower with respect to the transactions relating to the
Loan Obligation.
7. COPF acknowledges and agrees that the Borrower and its placement agent take no
responsibility for, and make no representation to COPF, or any subsequent purchaser, with regard to,
a sale, transfer or other disposition of the Bond in violation of the provisions of the Indenture, or any
securities law or income tax law consequences thereof. COPF also acknowledges that, with respect
to the Borrower's obligations and liabilities, COPF is solely responsible for compliance with the
restrictions on transfer of the Bond in connection with any subsequent transfer of the Bond made by
COPF.
8. COPF acknowledges that the issuance of the Bond to COPF is made in reliance upon
the certifications, representations, and warranties herein made for the benefit of the Borrower, its
placement agent, the Authority, and the Trustee.
2470416.2 11338-005 2
9. The interpretation of the provisions hereof shall be governed and construed in
accordance with California law without regard to principles of conflicts of laws.
10. All representations of COPF contained in this letter shall survive the execution and
delivery of the Bond to COPF as representations of fact existing as of the date of execution and
delivery of this Lender Certificate.
IN WITNESS WHEREOF, Capital One Public Funding, LLC, has caused this Lender
Certificate to be executed by its officer thereunto duly authorized, all as of the day and year first
above written.
By: _
Name:
Title:
CAPITAL ONE PUBLIC FUNDING, LLC
2470416.2 11338-005
Capital
Q
•Public Funding
January 29, 2024
Fieldman, Rolapp & Associates, Inc.
1900 MacArthur Boulevard, Suite 1100
Irvine, CA 92612
Re: Tustin Public Financing Authority Water Revenue Bonds, Series 2024 (Subordinate Lien),
evidencing a loan to be made by Capital One Public Funding, LLC, for the benefit of the
City of Tustin, California
Ladies and Gentlemen:
We are requesting that your client, the City of Tustin, disclose in the attached letter that they
are represented by your firm and will "rely on" your advice (within the meaning of paragraph
(d)(3)(vi)(B) of Securities and Exchange Commission Rule 15Ba1-1, the "Municipal Advisor
Rules"), i.e., that they will seek and consider, though not necessarily follow, your advice, analysis,
and perspective as their advisor, with respect to the above -referenced transaction in which Capital
One Public Funding, LLC, is acting as lender.
Please sign where indicated below and return via email to our counsel, Kronick, Moskovitz,
Tiedemann & Girard (e-mail: jcristy@kmtg.com) to acknowledge that (i) your firm is registered as a
municipal advisor with the SEC and the Municipal Securities Rulemaking Board and (ii) the
Associated Individuals (as defined in the guidance of the SEC's Office of Municipal Securities under
the Municipal Advisor Rules and the rules and regulations thereunder) for purposes of your firm's
representation of the City of Tustin have not been employed by Capital One Public Funding, LLC, or
its affiliates in the past two years.
Sincerely,
111a7 jz�O_T
Senior Vice President
CAPITAL ONE PUBLIC FUNDING, LLC
ACKNOWLEDGED AND AGREED TO:
FIELDMAN, ROLAPP & ASSOCIATES, INC.
By: --2-- �--
Authorized Representative
2470442.1 11338-005
REPRESENTATION LETTER
, 2024
Capital One Public Funding, LLC
1307 Walt Whitman Road, 3rd Floor
Melville, NY 11747
Attn.: Maryann Santos
Re: Independent Registered Municipal Advisor Representation in connection with the
Tustin Public Financing Authority Water Revenue Bonds, Series 2024 (Subordinate
Lien), evidencing a loan to be made by Capital One Public Funding, LLC, for the
benefit of the City of Tustin, California
Dear Ms. Santos:
We are writing to provide you with certain representations pursuant to the municipal advisor
rules of the Securities and Exchange Commission (Rules 15Bal-1 to 1513al-8 and 15Bc4-1) (the
"Municipal Advisor Rules") adopted by the Securities and Exchange Commission (the "SEC")
under the Securities Exchange Act of 1934, as amended (the "Act"), regarding our independent
registered municipal advisor.
Pursuant to paragraph (d)(3)(vi)(B) of Rule 1513al-1, we hereby represent to you that, with
respect to the transaction described above, we are represented by, and will rely on the advice of,
Fieldman, Rolapp & Associates, Inc. (the "Advisor"), regarding matters relating to the issuance of
municipal securities and municipal financial products (as such terms are defined in the Municipal
Advisor Rules and the Act). As used in the preceding sentence, "rely on" means that we will seek
and consider, though not necessarily follow, the advice, analysis, and perspective of the Advisor.
You may rely on this representation letter until such time as you receive notice from us.
Sincerely,
CITY OF TUSTIN
By:
Its:
2470442.1 11338-005
REPRESENTATION LETTER
January 30, 2024
Capital One Public Funding, LLC
1307 Walt Whitman Road, 3rd Floor
Melville, NY 11747
Attn.: Maryann Santos
Re: Independent Registered Municipal Advisor Representation in connection with the
Tustin Public Financing Authority Water Revenue Bonds, Series 2024
(Subordinate Lien), evidencing a loan to be made by Capital One Public Funding,
LLC, for the benefit of the City of Tustin, California
Dear Ms. Santos:
We are writing to provide you with certain representations pursuant to the municipal
advisor rules of the Securities and Exchange Commission (Rules 1513al-1 to 1513al-8 and
1513c4-1) (the "Municipal Advisor Rules ") adopted by the Securities and Exchange Commission
(the "SEC") under the Securities Exchange Act of 1934, as amended (the "Act"), regarding our
independent registered municipal advisor.
Pursuant to paragraph (d)(3)(vi)(B) of Rule 1513al-1, we hereby represent to you that,
with respect to the transaction described above, we are represented by, and will rely on the
advice of, Fieldman, Rolapp & Associates, Inc. (the "Advisor "), regarding matters relating to the
issuance of municipal securities and municipal financial products (as such terms are defined in
the Municipal Advisor Rules and the Act). As used in the preceding sentence, "rely on" means
that we will seek and consider, though not necessarily follow, the advice, analysis, and
perspective of the Advisor.
You may rely on this representation letter until such time as you receive notice from us.
Sincerely,
CITY OF TUSTIN
By:
_ � 4� �%
Jenr9jr King, Finance Director