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<br />INDENTURE OF TRUST <br /> <br />This INDENTURE OF TRUST (the “Indenture”), dated as of March 1, 2017, by and <br />between the CITY OF REDWOOD CITY PUBLIC FINANCING AUTHORITY, a joint powers <br />authority, operating and acting pursuant to the laws of the State of California (the “Authority”) <br />and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and <br />existing under and by virtue of the laws of the United States of America, as trustee (the <br />“Trustee”). <br /> <br />WITNESSETH: <br /> <br />WHEREAS, the Authority has determined that it is in the interests of the Authority and <br />the City of Redwood City (the “City”) at this time to provide for the refinancing of the acquisition <br />and construction of certain improvements (the “Project”) to the City’s water system (the <br />“Enterprise”), as described in Exhibit A to the Installment Purchase Contract (defined below); <br />and <br /> <br />WHEREAS, in order to finance the Project, the City and the Authority have previously <br />entered into an Installment Purchase Contract, dated as of May 1, 2007 (the “2007 Installment <br />Purchase Contract”); and <br /> <br />WHEREAS, pursuant to an Indenture of Trust, dated as of May 1, 2007 (the “2007 <br />Indenture”) between the Authority and The Bank of New York Mellon Trust Company, N.A., as <br />trustee (the “Prior Trustee”), the Authority issued its Water Revenue Bonds, Series 2007A, in <br />the original principal amount of $15,150,000 (the “Prior Bonds”), secured by payments made by <br />the City pursuant to the 2007 Installment Purchase Contract; and <br /> <br />WHEREAS, in order to provide moneys to prepay the City’s obligations under the 2007 <br />Installment Purchase Contract, the City and the Authority have entered into that certain <br />Installment Purchase Contract, dated as of March 1, 2017 (the “Installment Purchase Contract”); <br />and <br /> <br />WHEREAS, the Authority is authorized under the Marks Roos Local Bond Pooling Act of <br />1985 (commencing with Section 6584 of the California Government Code) (the “Act”) to incur <br />indebtedness to refinance public capital improvements (as such term is defined in the Act); and <br /> <br />WHEREAS, in order to refinance the Prior Bonds, the Authority has decided to issue its <br />Water Revenue Refunding Bonds, Series 2017 in an aggregate principal amount of <br />$___________, secured by the Revenues (as provided herein); and <br /> <br />WHEREAS, the Authority hereby certifies that all acts, conditions and things required by <br />law to exist, to have happened and to have been performed precedent to and in connection with <br />the execution and entering into of this Indenture by such party does exist, have happened and <br />have been performed in regular and due time, form and manner as required by law, and the <br />parties hereto are now duly authorized to execute and enter into this Indenture; <br /> <br />NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND OF THE <br />MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER <br />VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: <br /> <br /> <br />8.C. - Page 112