$27,725,000
<br /> COUNTYWIDE PUBLIC FINANCING AUTHORITY
<br /> 1996 Revenue Bonds
<br /> CERTIFICATE AS TO ARBITRAGE
<br /> I, the undersigned Treasurer of the Countywide Public Financing Authority, Orange
<br /> County, California (the "Authority),being one of the officers of the Authority duly charged (by
<br /> resolution of the members of the Authority), with others, with the responsibility of issuing the
<br /> Authority's $27,725,000 principal amount of 1996 Revenue Bonds (the "Bonds"), dated July 31,
<br /> 1996,and being issued this date,hereby certify as follows:
<br /> (1) Purpose of Bonds; Financing Structure. The Bonds are being issued pursuant to an
<br /> Indenture of Trust, dated as of July 1, 1996 (the "Indenture"), between the Authority and U. S.
<br /> Trust Company of California, N. A., as trustee (the "Trustee"), in order to provide for financing
<br /> of portions of the costs of an 800 MHz communications system (the "System Project") owned by
<br /> • Orange County (the "County") to the extent that such costs are allocable, based upon expected
<br /> usage, to some or all of the Cities of Brea, Buena Park, Fullerton, Garden Grove, Orange, Santa
<br /> Ana, Seal Beach,Stanton and Tustin (together,the"Members"),as well as related System Project
<br /> components ("Local System Components") of some or all Members,capital projects (the"Capital
<br /> Projects") for certain Members and the refunding of certain obligations of the City of Fullerton
<br /> (the "Fullerton Prior Obligations"), all as more particularly described in the Certificates
<br /> Regarding Use of Proceeds of the respective Members, dated the date hereof and included
<br /> elsewhere in the transcript for the Bonds (the "Proceeds Certificates"). The Bonds will be
<br /> payable from revenues (the "Revenues") consisting of lease payments (the "Lease Payments")
<br /> paid by the Members pursuant to lease agreements (the"Lease Agreements"), each dated as of
<br /> July 1, 1996, and each entered into between the Authority, as lessor, and a Member, as lessee,
<br /> which Lease Agreements (together with related site and facility leases) provide for the lease by
<br /> a Member to the Authority of certain existing real property and improvements owned by that
<br /> Member in consideration of the lease back, pursuant to a Lease Agreement, by the Authority to
<br /> such Member of that property and of the participation by the Authority in the financing
<br /> arrangement for the System Project,the Local System Components, the Capital Projects and the
<br /> refunding of the Fullerton Prior Obligations.
<br /> (2) Status of the Authority. The Authority constitutes a joint exercise of powers
<br /> authority created by the Members. The Members are not part of a controlled group and no
<br /> single Member has the right or power both to approve and to remove without cause a
<br /> controlling portion of the governing body of the Authority or the right or power to require the
<br /> use of funds or assets of the Authority for any purpose of the Member. By reason of these facts,
<br /> the Authority is not a controlled entity or a subordinate entity of any single Member. The
<br /> Authority possesses the sovereign power of eminent domain and by reason of such fact
<br /> constitutes a political subdivision of the State of California.
<br /> (3) Statement of Expectations. On the basis of the facts and estimates in existence on
<br /> the date hereof, I reasonably expect the following with respect to the amount and use of gross
<br /> proceeds of the Bonds:
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