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C-1 <br />4887-1989-4478v4/200356-0620 <br />EXHIBIT C <br />FORM OF ISSUE PRICE CERTIFICATE <br />$______________ <br />CITY OF REDWOOD CITY PUBLIC FINANCING AUTHORITY <br />WATER REVENUE REFUNDING BONDS, SERIES 2024 <br />The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (“Stifel”) hereby <br />certifies as set forth below with respect to the sale and issuance of the above -captioned bonds (the <br />“Bonds”). <br />1. Sale of the General Rule Maturities. As of the date of this certificate, for each <br />Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was <br />sold to the Public is the respective price listed in Schedule A. <br />2. Initial Offering Price of the Hold-the-Offering-Price Maturities. <br />(a) Stifel offered the Hold-the-Offering-Price Maturities to the Public for <br />purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) <br />on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is <br />attached to this certificate as Schedule B. <br />(b) As set forth in the Bond Purchase Agreement, dated September ____, 2024, <br />by and among Stifel, the City of Redwood City and the Issuer, Stifel has agreed in writing that, (i) for <br />each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the <br />Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such <br />Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and <br />(ii) any selling group agreement shall contain the agreement of each dealer who is a member of the <br />selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer <br />who is a party to the retail distribution agreement, to comply with the hold -the-offering-price rule. <br />Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of <br />the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering <br />Price for that Maturity of the Bonds during the Holding Period. <br />3. Defined Terms. <br />(a) General Rule Maturities means those Maturities of the Bonds listed in <br />Schedule A hereto as the “General Rule Maturities.” <br />(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds <br />listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” <br />(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, <br />the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day <br />after the Sale Date (September ____, 2024), or (ii) the date on which Stifel has sold at least 10% of <br />such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial <br />Offering Price for such Hold-the-Offering-Price Maturity. <br />(d) Issuer means the City of Redwood City Public Financing Authority. <br />8.A. - Page 237 of 255 <br />865