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03/25/2013 ORIGINAL RESOLUTION NO. PFA-13-01 RESOLUTION OF THE CITY OF REDWOOD CITY PUBLIC FINANCING AUTHORITY APPOINTING CONSULTANTS AND PROVIDING AUTHORIZATION TO ENTER INTO CONTRACTS THEREWITH IN CONNECTION WITH THE REFUNDING OF OUTSTANDING PUBLIC FINANCING AUTHORITY WATER REVENUE BONDS, SERIES 2005A AND 2006A, AND THE PUBLIC FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 2003 (BONDS) WHEREAS, the Authority desires to appoint William Euphrat Municipal Finance, Inc., San Francisco, California, as financial advisor for the public offering of the Bonds; and WHEREAS, the Authority desires to appoint Nossaman LLP, Irvine, California, as bond counsel for the public offering of the Bonds; and WHEREAS, the Authority desires to appoint Quint & Thimmig LLP, San Francisco, California, as disclosure counsel for the public offering of the Bonds; and NOW, THEREFORE, BE IT RESOLVED by the Public Financing Authority of the City of Redwood City as follows: Section 1. The above recitals are true and correct. Section 2. The Authority hereby acknowledges receipt of the proposal of the firm of William Euphrat Municipal Finance, Inc. to act as financial advisor to the Authority in connection with the proposed formation of the CFD and issuance of the Bonds. The Authority 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 Authority and contains terms (including those regarding compensation) no less favorable to the Authority than as set forth in such proposal, and (b) any and all compensation to such firm under the agreement is payable solely from the proceeds of the refunding bonds. Section 3. The Authority hereby acknowledges receipt of the proposal of the firm of Nossaman LLP to act as bond counsel to the Authority in connection with the issuance of the Bonds. The Authority 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 Authority and contains terms (including those regarding compensation) no less favorable to the Authority than as set forth in such proposal, and (b) any and all ATTY/RES0.2839/APPOINTING CONSULTANTS RESO.PFA#13-01 IN CONNECTION WITH REFUNDING THE BONDS MUFF#505 REV:03-18-13 PT Page 1 of 2