Agmt08 South Bayside System Authority AKA Silicon Valley Clean Water

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APPENDIX B FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (this "Disclosure Certificate"), is executed and delivered by the City of Redwood City (the uCity) in connection with the issuance by the South Bayside System Authority (the "Authority") of its $_________ South Bayside System Authority 2008 Wastewater Revenue Bonds (the UBoflds) The Bonds are being issued under an Indenture of Trust, dated as of December 1, 2008 (the indenture"), between the Authority and _______________, as trustee (the 'Trustee"). The Bonds are payable from revenues including payments to be made by the City under a Financing Agreement dated as of December 1, 2008 (the "Financing Agreement"), between the Authority and the City. The City covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms have the following meanings: "Annual Report" means any Annual Report provided by the City under and as described in Sections 3 and 4 of this Disclosure Certificate. "Dissemination Agent" means any Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. As of the date of this Disclosure Certificate, no Dissemination Agent has been appointed. alntemet Filing Service" means the Internet-based filing system currently located at www.DisclosureUSA.org, or such other similar filing system approved by the Securities and Exchange Commission. aNational Repository" means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. "Participating Undeiwriter" means the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Reposito,y" means each National Repository and each State Repository. "Rule" means Rute 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of i 934, as amended from time to time. "State Repositoiy" means any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. B-1