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Quint&Thimmig LLP FINAL 06/07/13 CONTINUING DISC�,OSURE CERTIFICATE This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is executed and delivered by the CITY OF REDWOOD CITY (the "City") in connection with the issuance of by the City of Redwood City Public Financing Authority (the "Authority") of its $26,870,000 City of Redwood City Public Financing Authority (San Mateo County, California) Water Revenue Refunding Bonds, Series 2013 (the "Bonds'). The Bonds are being issued pursuant to an Indenture of Trust, dated as of June 1, 2013 (the "Indenture"), by and between the Authority and U.S.Bank National Association,as trustee(the"Trustee").The Bonds shall be secured by a pledge, charge and lien upon Net Revenues (as such term is defined in the Indenture). Pursuant to Section 5.21 of that certain Installment Purchase Contract, dated as of June 1, 2013, by and between the Authority and the City, the Agency covenants and agrees as follows: Section 1. 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 1, the following capitalized terms shall have the following meanings when used in this Disclosure Certificate: "Annua!Report" shall mean any Annual Report provided by the City pursuant to,and as described in,Sections 3 and 4 of this Disclosure Certificate. � "Beneficial Owner" shall mean any person who (a) has the power, directly or indirectly, to vote or consent with respect�to, or to dispose o#ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Dissemination Agent" shall mean U.S. Bank National Association, or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. In the absence of such a designation, the City shall act as the Dissemination Agent. ' "EMMA" or "Electronic Municipal Market Access" means the centralized on-line repository for documents to be filed with the MSRB,such as official statements and disclosure information relating to municipal bonds,notes and other securities as issued by state and local governments. "Listed EUents" shall mean any of the events listed in Section 5(a) or 5(b) of this Disclosure Certificate. "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 which may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. "Participating Underwriter" shall mean any original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds.