Agmt15 Raymond James and Assoc. Port of RWC sale of refunding bonds

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( CONTINUING DISCLOSURE CERTIFICATE This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is executed and delivered by the PORT OF REDWOOD CTTY (the "Port")im m�nection with the issuance of by the Port of its $6,940,000 Port of Redwood City (San Mateo County, California) Refunding Revenue Bonds, Series 2015 (the 'Bonds"). The Bonds are being issued pursuant to an the Master Indenture dated as of April 1, 1999(the "Master Indenture"), by and between the Board, as supplemented by the First Supplemental Indenture dated as of April 1, 1999 (the "First Supplemental Indenture"), the Second Supplemental Indenture, dated as of June l, 2012 (the "Second Supplemental Indenture"), and the Third Supplemental Indenttue, dated as of May, 2015 (the "Third Supplemental Indenture" and, with the Master Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the "Indenture"), each by and between the Boazd and U.S. Bank National Association, as trustee (the "Trustee").The Bonds shall be secured by a pledge,charge and lien upon Net Revenues(as such term is defined in the Indenture).The Port covenants and agrees as follows: Section 1. 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 1, the following capitalized terms shall have the following meanings when used in this Disclosure Certificate: "Annual Report" shall mean any Annual Report provided by the Port pursuant to, and as ( described in,Sections�3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Disseminatinn Agent" shall mean the Port or any successor Dissemination Agent designated in writing by the Port and which has filed with the Port a written acceptance of such designation.In the absence of such a designation,the Port shall act as the Dissemination Agent. "EMMA" or "Electronic Municipal Market Access" means the centralized on-line repository for documents to be filed with the MSRB, such as official statements and disclosure information relating to municipal bonds, notes and other securities as issued by state and local governments. "Listed Events" shall mean any of the events listed in Section 5(a) or 5(b) of this Disclosure Certificate. "MSRB"means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information which may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. � "Participating 1.Indenuriter" shall mean any original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds. -1- .