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Appendix F <br /> Page 1 <br />APPENDIX F <br /> <br />FORM OF CONTINUING DISCLOSURE CERTIFICATE <br /> <br /> <br />This CONTINUING DISCLOSURE CERTIFICATE (the “Disclosure Certificate”) is executed and <br />delivered by the CITY OF REDWOOD CITY (the “City”) in connection with the issuance of by the City of <br />Redwood City Public Financing Authority (the “Authority”) of its $___________* City of Redwood City <br />Public Financing Authority (San Mateo County, California) Water Revenue Refunding Bonds, Series 2017 <br />(the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust, dated as of March 1, 2017 <br />(the “Indenture”), by and between the Authority and U.S. Bank National Association, as trustee (the <br />“Trustee”). The Bonds shall be secured by a pledge, charge and lien upon Net Revenues (as such term is <br />defined in the Indenture). Pursuant to Section 5.21 of that certain Installment Purchase Contract, dated as <br />of March 1, 2017, by and between the Authority and the City, the Agency covenants and agrees as <br />follows: <br /> <br />Section 1. Definitions. In addition to the definitions set forth in the Indenture, which apply to any <br />capitalized term used in this Disclosure Certificate, unless otherwise defined in this Section 1, the <br />following capitalized terms shall have the following meanings when used in this Disclosure Certificate: <br /> <br />“Annual Report” shall mean any Annual Report provided by the City pursuant to, and as <br />described in, Sections 3 and 4 of this Disclosure Certificate. <br /> <br />“Beneficial Owner” shall mean any person who (a) has the power, directly or indirectly, to vote or <br />consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds <br />through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for <br />federal income tax purposes. <br /> <br />“Dissemination Agent” shall mean U.S. Bank National Association, or any successor Dissemination <br />Agent designated in writing by the City and which has filed with the City a written acceptance of such <br />designation. In the absence of such a designation, the City shall act as the Dissemination Agent. <br /> <br />“EMMA” or “Electronic Municipal Market Access” means the centralized on-line repository for <br />documents to be filed with the MSRB, such as official statements and disclosure information relating to <br />municipal bonds, notes and other securities as issued by state and local governments. <br /> <br />“Listed Events” shall mean any of the events listed in Section 5(a) or 5(b) of this Disclosure <br />Certificate. <br /> <br />“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the <br />Securities and Exchange Commission as the sole repository of disclosure information for purposes of the <br />Rule, or any other repository of disclosure information which may be designated by the Securities and <br />Exchange Commission as such for purposes of the Rule in the future. <br /> <br />“Participating Underwriter” shall mean any original underwriter of the Bonds required to comply <br />with the Rule in connection with offering of the Bonds. <br /> <br />“Rule” shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the <br />Securities Exchange Act of 1934, as the same may be amended from time to time. <br /> <br />Section 2. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and <br />delivered by the City for the benefit of the owners and Beneficial Owners of the Bonds and in order to <br />assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2- <br />12(b)(5). <br /> <br /> <br />* Preliminary, subject to change. <br />8.C. - Page 94