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<br />~ <br /> <br />'3D1~ <br /> <br />S ton e & You n g be r g LLC <br />Established 1931 <br /> <br />UNDERWRITING AGREEMENT <br /> <br />February 8, 2000 <br /> <br />City of Redwood City <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br /> <br />Regarding: <br /> <br />Greetings: <br /> <br />Underwriting Agreement for the Pacific Shores <br />Community Facilities District <br /> <br />This letter will serve as an agreement between the City of Redwood City (the "Issuer") and Stoñe <br />& Youngberg LLC (the "Underwriter") to serve as Underwriter to the Issuer until the parties enter into an <br />actual Purchase Contract regarding the negotiated sale of bonds or certificates ("Bonds") to be authorized <br />and sold by the Issuer. You have informed us that the Issuer intends to authorize the issuance of Bonds to <br />fmance the construction of improvements to facilitate the construction of the Pacific Shores Center. For <br />this purpose the Issuer desires the services of the Underwriter to assist in structuring the financing, <br />evaluating the credit features of the financing and entering into a Purchase Contract for Bonds that are sold <br />for that purpose. <br /> <br />As Underwriter, we will use our best efforts to bring the Bonds to market at the lowest interest <br />rates practicable under the market conditions existing at the time of their sale. 111e Issuer and the <br />Underwriter will mutually agree upon the date of sale, which will be scheduled so that proceeds may be <br />delivered to the Issuer for the purpose of timely meeting its objectives. <br /> <br />A. <br /> <br />Structurine: the Financine <br /> <br />1. <br /> <br />2. <br /> <br />3. <br /> <br />The Underwriter will work with the Issuer, Financial Advisor, Bond and other members of <br />the Issuer's financing team in recommending specific terms and conditions affecting the <br />Bonds \\lith the purposes of meeting the Issuer's financing objectives and assuring <br />appropriate credit quality. <br /> <br />The Underwriter will work with the Issuer to create the most feasible and efficient <br />structure for the Bonds and to enhance their marketability. <br /> <br />The UndemTÌter will assist the City's Disclosure Counsel in preparing drafts of the <br />Official Statement(s) (preliminary and final versions, respectively) for sale of the Bonds in <br />accordance with the standards of Rule 15c2-12 of the Securities Exchange Commission <br />and other applicable securities laws. The Issuer agrees to participate in this document's <br />preparation by providing pertinent information to be included therein and agrees to review <br /> <br />50 California Street - San Francisco, California 94111 - 415/981-1314 <br /> <br />.~._.., '-"'T'" <br />