Agmt15 City of RWC Public Financing Authority Water Revenue Refunding Bonds

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EXHIBIT C FORM OF DISCLOSURE COUNSEL NEGATIVE ASSURANCE LETTER [Letterhead of Quint 8�Thimmig LLP] [Closing Date] City of Redwood City Public Financing Authority 1017 Middlefield Road , Redwood City, California 94064 City of Redwood City 1017 Middlefield Road Redwood City, California 94064 [UNDERWRITER] Re: $ City of Redwood City Public Financing Authority Water Revenue Refunding Bonds, Series 2015 Ladies and Gentlemen: We have acted as disclosure counsel to the City of Redwood City Public Financing Authority (the "Authority") in connection with the issuance by the Authority of $ aggregate principal amount of the bonds designated the "Ciry of Redwood City Public Financing Authority Water Revenue Refunding Bonds, Series 2015" (the "Bonds"), pursuant to the provisions of pursuant to the Constitution and laws of the State of California (the "State"), including the Marks-Roos Local Bond Pooling Act of 1985 (commencing with section 6584 of the California Government Code), and a resolution of the Board of Directors of the Authoriry(the "Board°), adopted on April 13, 2015 (the "Resolution"), and an Indenture of Trust, dated as of May 1, 2015 (the "Indentu�e"), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"). The proceeds of the Bonds are being used to refinance certain improvements to the water system of the City of Redwood City(the"City"). The Authority is obligated under the Indenture to pay principal of and interest on the Bonds solely from Revenues (as defined in the Indenture), being primarily amounts received by the Authoriry or , the Trustee pursuant to or with respect to the Installment Purchase Contract, dated as of May 1, 2015(the"Installment Purchase Contract"), between the Autho�iry and the City. This letter is being delivered by us in our capacity as disclosu�e counsel to the Authority and not as counsel to any other addressee hereof. Capitalized terms used in this letter and not otherwise defined herein have the meanings given to them in the Indenture. In connection with this letter, we have reviewed the Indenture, the Official Statement, dated April 30, 2015 (the "Official Statement"), which describes the Bonds, the Indenture, and such other records, opinions and documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the conclusions hereinafter expressed. In arriving at C-1