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:71?- ¿/'/ APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE $ CITY OF REDWOOD CITY PUBLIC FINANCING AUTHORITY WATER REVENUE BONDS, SERIES 2006A This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is executed and delivered by the CITY OF REDWOOD CITY (the "City"), for and on behalf of itself and the City of Redwood City Public Financing Authority (the "Authority"), in connection with the execution and delivery of the bonds captioned above (the "Bonds"). The Bonds are being executed and delivered pursuant to an Indenture of Trust dated as of February 1, 2006 (the "Indenture"), by and between the City and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"). The City covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriters in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms have the following meanings: "Annual Report' means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "CPO' means the Internet-based filing system currently located at www.DisclosureUSA.orq, or such other similar filing system approved by the Securities and Exchange Commission. "Dissemination Agent' means The Bank of New York Trust Company, N.A., or any successor Dissemination Agent designated in writing by the City and which has filed with the City and the Trustee a written acceptance of such designation. "Listed Events' means any of the events listed in Section 5(a) of this Disclosure Certificate. "National Repository' means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. Information on the National Repositories as of a particular date is available from the Securities and Exchange Commission on the Internet at www.sec.gov. "Official Statement' means the Official Statement relating to the Bonds. "Participating Underwritet' means the original purchaser of the Bonds required to comply with the Rule in connection with offering of the Bonds. D-1 .,--.--..,...--- -......