RESOLUTION NO. _____________

BOARD OF SUPERVISORS, COUNTY OF SAN MATEO, STATE OF CALIFORNIA

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RESOLUTION WAIVING THE REQUEST FOR PROPOSALS PROCESS AND AUTHORIZING THE EXECUTION OF AGREEMENTS WITH ORRICK, HERRINGTON & SUTCLIFF, LLP, AND CALIFORNIA FINANCIAL SERVICES

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RESOLVED, by the Board of Supervisors of the County of San Mateo, State of California, that

WHEREAS, the County presently contemplates a refinancing of certain lease revenue bonds issued in 1993 through the issuance of lease revenue bonds by the San Mateo County Joint Powers Financing Authority (the "Authority"); and

WHEREAS, it is contemplated that the County will issue, or cause to be issued, and sell one or more issues of bonds (the "Bonds") to finance the Project; and

WHEREAS, the County desires to retain Bond Counsel to perform legal services in connection with the Bonds and to retain a Financial Advisor to perform the financial consulting services in connection with the Bonds; and

WHEREAS, it is in the best interest of the County to waive the Request for Proposal process and contract with these firms; and

WHEREAS, there has been presented to this Board of Supervisors for its consideration and acceptance agreements, references to which is hereby made for further particulars, whereby Orrick, Herrington and Sutcliff, LLP would act as Bond Counsel and California Financial Services would act as Financial Advisor; and

WHEREAS, this Board has examined and approved same as to both form and content and desires to enter into the contracts.

NOW, THEREFORE, IT IS HEREBY DETERMINED AND ORDERED that the Board of Supervisors be, and is hereby authorized and directed to waive the Request for Proposal process and the President of the Board of Supervisors is hereby authorized to execute the agreements with Orrick, Herrington and Sutcliff, LLP, and with California Financial Services for and on behalf of the County of San Mateo; and the Clerk of this Board shall attest the President's signature thereto.

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