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NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF REDWOOD CITY, A MUNICIPAL CORPORATION OF THE STATE OF CALIFORNIA, AS FOLLOWS: Section 1. The above recitals are true and correct. Section 2. The Council hereby acknowledges receipt of the proposal of the firm of William Euphrat Municipal Finance, Inc. to act as financial advisor to the City in connection with the proposed formation of the CFD and issuance of the Bonds, and to draft the special tax formula for the CFD. The Council hereby authorizes and directs the Director of Finance to execute and deliver an agreement with said firm for its services; provided that: (a) the agreement is consistent with said firm's proposal heretofore submitted to the City and contains terms (including those regarding compensation) no less favorable to the City than as set forth in such proposal, and (b) any and all compensation to such firm under the agreement is payable solely from the Deposits, the proceeds of the Bonds, or the proceeds of the levy of special taxes within the CFD. Section 3. The Council hereby appoints Stone & Youngberg LLC (the "Underwriter "), San Francisco, California, as the underwriter for the Bonds. The Director of Finance of the City is authorized and directed to prepare or cause to be prepared a form of a bond purchase agreement to be entered into by and between the City and the Underwriter in connection with the sale of the Bonds to the Underwriter, such form of bond purchase agreement to be approved by this Council at a later date. Section 4. The Council hereby acknowledges receipt of the proposal of the firm of Nossaman, Guthner, Knox & Elliott, LLP to act as bond counsel to the City in connection with the proposed formation of the CFD and issuance of the Bonds. The Council hereby authorizes and directs the Director of Finance to execute and deliver an agreement with said firm for its services; provided that: (a) the agreement is consistent with said firm's proposal heretofore submitted to the City and contains terms (including those regarding compensation) no less favorable to the City than as set forth in such proposal, and (b) any and all compensation to such firm under the agreement is payable solely from the Deposits, the proceeds of the Bonds, or the proceeds of the levy of special taxes within the CFD. Section 5. The Council hereby acknowledges receipt of the proposal of the firm of Quint & Thimmig LLP to act as disclosure counsel to the City in connection with the proposed issuance of the Bonds. The Council hereby authorizes and directs the Director of Finance to execute and deliver an agreement with said firm for its services; provided that: (a) the agreement is consistent with said firm's proposal heretofore submitted to the City and contains terms (including those regarding compensation) no less favorable to the City than as set forth in such proposal, and (b) any and all compensation to such firm under the agreement is payable solely from the Deposits, the proceeds of the Bonds, or the proceeds of the levy of special taxes within the CFD. Section 6. The form of Deposit Agreement submitted to this Council is hereby approved. The Director of Finance is hereby authorized and directed to execute and deliver the 88721_2.DOC -2- 13839