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<br />C-1 <br />EXHIBIT C <br /> <br />FORM OF DISCLOSURE COUNSEL NEGATIVE ASSURANCE LETTER <br /> <br />[Letterhead of Quint & Thimmig LLP] <br /> <br /> <br />[Closing Date] <br /> <br /> <br />City of Redwood City Public Financing Authority <br />1017 Middlefield Road <br />Redwood City, California 94064 <br /> <br />City of Redwood City <br />1017 Middlefield Road <br />Redwood City, California 94064 <br /> <br />[UNDERWRITER] <br /> <br /> <br />Re: $____________ City of Redwood City Public Financing Authority Water Revenue <br />Refunding Bonds, Series 2017 <br /> <br /> <br />Ladies and Gentlemen: <br /> <br />We have acted as disclosure counsel to the City of Redwood City Public Financing <br />Authority (the “Authority”) in connection with the issuance by the Authority of $_________ <br />aggregate principal amount of the bonds designated the “City of Redwood City Public Financing <br />Authority Water Revenue Refunding Bonds, Series 2017” (the “Bonds”), pursuant to the <br />provisions of pursuant to the Constitution and laws of the State of California (the “State”), <br />including the Marks-Roos Local Bond Pooling Act of 1985 (commencing with section 6584 of <br />the California Government Code), and a resolution of the Board of Directors of the Authority (the <br />“Board”), adopted on January 23, 2017 (the “Resolution”), and an Indenture of Trust, dated as of <br />March 1, 2017 (the “Indenture”), by and between the Authority and U.S. Bank National <br />Association, as trustee (the “Trustee”). The proceeds of the Bonds are being used to refinance <br />certain improvements to the water system of the City of Redwood City (the “City”). The Authority <br />is obligated under the Indenture to pay principal of and interest on the Bonds solely from <br />Revenues (as defined in the Indenture), being primarily amounts received by the Authority or <br />the Trustee pursuant to or with respect to the Installment Purchase Contract, dated as of March <br />1, 2017 (the “Installment Purchase Contract”), between the Authority and the City. <br /> <br />This letter is being delivered by us in our capacity as disclosure counsel to the Authority <br />and not as counsel to any other addressee hereof. Capitalized terms used in this letter and not <br />otherwise defined herein have the meanings given to them in the Indenture. <br /> <br />In connection with this letter, we have reviewed the Indenture, the Official Statement, <br />dated ____, 2017 (the “Official Statement”), which describes the Bonds, the Indenture, and such <br />other records, opinions and documents, and we have made such investigations of law, as we <br />have deemed appropriate as a basis for the conclusions hereinafter expressed. In arriving at the <br />8.C. - Page 207