Agmt15 City of RWC Public Financing Authority Water Revenue Refunding Bonds

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EXHIBIT D FORM OF REOFFERING PRICE CERTIFICATE (TO BE DELIVERED BY THE PURCHASER AS DESCRIBED IN THE OFFICIAL NOTICE OF SALE UNDER "CERTIFICATION OF REOFFERING PRICE") S City of Redwood City Public Financing Authority Water Revenue Refunding Bonds, Series 2015 CERTIFICATE OF UNDERWRITER The undersigned, on behalf of , as undervvriter (the "Undervvrite�')of the above-captioned bonds(the"Bonds"), hereby certifies and represents that: (i) Based upon reasonable expectations and actual facts that existed on , 2015, being the date upon which the Ciry of Redwood City Public Financing Authority (the "Issue�') sold the Bonds to the Underwriter (the "Sale Date"), the Underwriter reasonably expected that the first prices at which a substantial amount of each maturity of the Bonds (being at least 10% of each maturity) would be offered and sold to the general public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesale�s) (the "General Public") in a bona fide public offering at the prices, or in the case of obligations sold on a yield basis, at the respective yields set foRh in Attachment A attached hereto and by this reference incorporated herein and shown on the cover or inside cover of the O�cial Statement(together the"Initial Offering Prices"). (ii) The aggregate of the Initial Offering Prices is$ (iii) The Initial Offering Prices of the Bonds of each matu�ity(and stated interest rate) reflected the assessment by the Underwriter of not more than the fair maricet prices of the Bonds as of the Sale Date and such offering prices were established by a bona fide public offering by the Unden�vriter to the General Public. (iv) As of the date hereof, 100% of the Bonds of each maturity were actually offered to the general public in a bona fide public offering for the Initial Offering Prices, and the Undenroriter did not hold back any portion of any maturity of the Bonds for itself or any of its affiliates for the purpose of selling the same at a price in excess of the prices set forth fo�such maturity of the Bonds in Attachment A. (v) As of the Sale Date, the Underwriter, taking into account market conditions, had no reason to believe any of the Bonds would be initially sold to the general public at prices greater than the Initial Offering Prices. (vi) As of the Sale Date, at least 10% of the principal amount of each maturity of the Bonds initially was sold at the respective Initial Offering Price for that maturity shown in Attachment A. D-1