AgdaPkt 2020-11-23 Joint SA PFA - Laserfiche WebLink

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8.A. - Page 16 of 51 SILICON VALLEY CLEAN WATER WASTEWATER REVENUE BONDS, SERIES 2021A (TAXABLE) 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 Wastewater Refunding Revenue Bonds, Series 2021A (Taxable) (the "Bonds"). The Bonds are being issued pursuant to an Indenture of Trust, dated as of December 1, 2020 (the "Indenture"), by and between Silicon Valley Clean Water (the "Authority") and Zions Bancorporation, National Association, as trustee. The Bonds 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 Bonds 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 and the Financing Agreement, 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. "Financial Obligation" means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. "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. ATTY/AGR/2020.263/SVCW WASTEWATER REVENUE BONDS, SERIES 2021A (TAXABLE) REV: 11-16-2020 EI Page 1 of 7 682