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• • estimated value of property within the District in connection with the public offering of the Bonds; and WHEREAS, it is expected that R.C. Peninsula Park, LLC, a Delaware limited liability company, the sole property owner within the proposed CFD (the "Owner") will advance funds (the "Deposits") as necessary for the City to consider and process the request to form the CFD and issue the Bonds; and WHEREAS, the form of a Deposit/Reimbursement Agreement (the "Deposit Agreement") is attached hereto as Exhibit A, and the City Council now desires to authorize the Director of Finance to execute and deliver the Deposit Agreement and to accept the Deposits and to expend the same as contemplated by the Deposit Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Redwood City as follows: Section 1. The above recitals are true and correct. Section 2. The City 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. The City 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 City Council hereby acknowledges receipt of the proposal of the firm of David Taussig & Associates, Inc. to act as special tax consultant to the City in connection with the proposed formation of the CFD and issuance of the Bonds, to draft the special tax formula for the CFD, and to draft the financing report for the CFD. The City 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 4. The City Council hereby appoints Piper Jaffray & Co. (the "Underwriter"), San Francisco, California, as the underwriter for the Bonds. The Director of Finance 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 ATTY/RESO/RESO 2039 080310