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• • Underwriter in connection with the sale of the Bonds to the Underwriter, such form of bond purchase agreement to be approved by this City Council at a later date. Section 5. The City Council hereby acknowledges receipt of the proposal of the firm of Nossaman LLP to act as bond counsel 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 6. The City Council hereby acknowledges receipt of the proposal of the firm of Jones Hall, A Professional Law Corporation to act as disclosure counsel to the City in connection with the proposed 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 7. The City Council hereby acknowledges receipt of the proposal of the firm of Seevers, Jordan, & Ziegenmeyer to serve as appraiser to the City in connection with the proposed 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 8. The form of Deposit Agreement submitted to this City Council is hereby approved. The Director of Finance is hereby authorized and directed to execute and deliver the Deposit Agreement in the form attached hereto as Exhibit A together with such additions or changes thereto as the Director of Finance, upon consultation with City Attorney and Bond Counsel, shall approve. The Director of Finance is hereby authorized and directed to accept any Deposits made by the Owner pursuant to the Deposit Agreement, to establish such bank accounts and records as are necessary or appropriate in connection therewith, and to expend the Deposits for the purposes set forth in and as otherwise contemplated by the Deposit Agreement. ATTY/RESO/RESO.2039 080310 -3- _ _