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<br />APPENDIX D <br /> <br />FORM OF CONTINUING DISCLOSURE CERTIFICATE <br /> <br />$ <br />CITY OF REDWOOD CITY PUBLIC FINANCING AUTHORITY, <br />WATER REVENUE BONDS, <br />SERI ES 2005A <br /> <br />This CONTINUING DISCLOSURE CERTIFICATE (the "Disclosure Certificate") is executed <br />and delivered by the CITY OF REDWOOD CITY (the "City"), for and on behalf of itself and the City <br />of Redwood City Public Financing Authority (the "Authority"), in connection with the execution <br />and delivery of the bonds captioned above (the "Bonds"). The Bonds are being executed and <br />delivered pursuant to an Indenture of Trust dated as of February 1, 2005 (the "Indenture"), by <br />and between the City and The Bank of New York Trust Company, N.A., as trustee (the <br />"Trustee"). The City covenants and agrees as follows: <br /> <br />Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being <br />executed and delivered by the City for the benefit of the holders and beneficial owners of the <br />Bonds and in order to assist the Participating Underwriters in complying with Securities and <br />Exchange Commission Rule 15c2-12(b)(5). <br /> <br />Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply <br />to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section <br />2, the following capitalized terms have the following meanings: <br /> <br />"Annual Report" means any Annual Report provided by the City pursuant to, and as <br />described in, Sections 3 and 4 of this Disclosure Certificate. <br /> <br />"Dissemination Agent" means The Bank of New York Trust Company, N.A., or any <br />successor Dissemination Agent designated in writing by the City and which has filed with the <br />City and the Trustee a written acceptance of such designation. <br /> <br />"Listed Events" means any of the events listed in Section 5(a) of this Disclosure <br />Certificate. <br /> <br />"National Repository" means any Nationally Recognized Municipal Securities Information <br />Repository for purposes of the Rule. Information on the National Repositories as of a particular <br />date is available from the Securities and Exchange Commission on the Internet at www.sec.gov. <br /> <br />"Official Statement' means the Official Statement relating to the Bonds. <br /> <br />"Participating Underwriter' means the original purchaser of the Bonds required to comply <br />with the Rule in connection with offering of the Bonds. <br /> <br />"Report Date" means nine months after the end of the City's fiscal year, (currently March <br />31 of each year based on the City's June 30 fiscal year end). <br /> <br />"Repository" means each National Repository and each State Repository. <br /> <br />0-1 <br />