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Tax Allocation Bond Financing Team <br />November 17, 2008 <br />Page 2 <br />seven responses. An evaluation panel consisting of Finance and <br />Management Services staff, Agency staff, the Agency's financial advisor, <br />and the Agency's legal counsel reviewed the proposals and recommended the <br />approach summarized below. <br />Stone and Youngberg is recommended as lead underwriter due to the depth <br />of their California tax allocation bond transaction experience and <br />demonstrated sophistication and creativity with regard to Agency <br />financing opportunities and constraints. De La Rosa & Co. is recommended <br />to assist with the marketing /sale of the bonds to broaden the buyer base <br />and optimize the Agency's borrowing cost. <br />Stradling, Yocca, Carlson & Rauth are recommended as Bond Counsel and <br />will be responsible for preparing all of the transactional documents for <br />the financing. The Agency is also requested to authorize a conflict of <br />interest waiver for Stradling, Yocca's retention. A member of their <br />firm, not associated with this transaction, has represented the developer <br />of the Skyline condominium project and ethics standards require both <br />clients to waive any potential conflict of interest. The developer has <br />already approved Stradling's representation of the Agency. The <br />developer's attorney will have no involvement in this transaction. <br />Quint & Thimmig are recommended to serve as Disclosure Counsel and will <br />be responsible for preparing the Official Statement and any other <br />necessary disclosure documents. <br />Upon final determination, a financing package will be brought before the <br />Agency for review and approval. The actual final compensation for the <br />financing team will be determined based on the size and structure of the <br />bond issuance and market conditions at the time of the sale. The <br />proposed compensation will be as follows: CSG Advisors, financial <br />advisor, an amount not to exceed $85,000 plus expenses; Stradling, Yocca, <br />Carlson & Rauth, Bond Counsel, $35,000 for each issue, plus .1 of 1 <br />percent of the excess over $10,000,000 in par value of stock issued, plus <br />costs not to exceed $5,000 (estimated to be between $100,000 - $150,000); <br />Quint & Thimmig, Disclosure Counsel, an amount not to exceed $35,000. At <br />the time that the underwriter's proposals were submitted, the proposed <br />underwriter's discount was $2.65/$1,000 of bonds; however, it may need to <br />be adjusted based on the actual market conditions at the time of bond <br />sale. Separately, both recommended underwriting firms have executed an <br />Agreement Among Underwriters stipulating each firm's share of the <br />underwriting fees. <br />5 -20 <br />