AgdaPkt 2019-05-20 Joint SA PFA - Laserfiche WebLink

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8.A. - Page 57 of 73 Attachment E Stradling Yocca Carlson & Rauth Draft dated 5/1/19 SILICON VALLEY CLEAN WATER (San Mateo County, California) WASTEWATER REVENUE NOTES, SERIES 2019A CITY OF REDWOOD CITY CONTINUING DISCLOSURE CERTIFICATE This CONTINUING DISCLOSURE CERTIFICATE (this "Disclosure Certificate") is executed and delivered by the CITY OF REDWOOD CITY (the "Participating Member") in connection with the issuance of the Silicon Valley Clean Water (San Mateo County, California) Wastewater Revenue Notes, Series 2019A (the "Notes"). The Notes are being issued pursuant to an Indenture of Trust, dated as of May 1, 2019 (the "Indenture"), by and between Silicon Valley Clean Water and ZB, National Association dba Zions Bank, as trustee. The Notes are payable from revenues, including payments to be made by the Participating Member under a Financing Agreement (the "Financing Agreement"), between the Authority and the Participating Member. The Participating Member covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Participating Member for the benefit of the holders and beneficial owners of the Notes and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2 -12(b)(5). Section 2. Definitions. In addition to the definitions set forth above and in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report' means any Annual Report provided by the Participating Member pursuant to, and as described in, Sections 3 and 4. "Annual Report Date" means the date that is nine months after the end of the Participating Member's fiscal year (currently March 31 based on the Participating Member's fiscal year end of June 30). "Dissemination Agent" means, initially, the Participating Member, or any successor Dissemination Agent designated in writing by the Participating Member and which has filed with the Participating Member a written acceptance of such designation. "MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. "Official Statement" means the final official statement executed by the Authority in connection with the issuance of the Notes. 571