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has not issued and will not issue tax-exempt obligations designated as "qualified ta.c-exempt
<br />obligations" for purposes of Section 265(b)(3) of the Code, including the Notes, in an aggregate
<br />amount in excess of $10,000,000, and (ii) has not issued, does not reasonably anticipate issuing, and
<br />will not issue tax-exempt obligations (including the Notes, but excluding obligations, other than
<br />qualified 501(c)(3) bonds as defined in Section 145 of the Code, that are private activity bonds as
<br />defined in Section 141 of the Code and excluding refunding obligations that are not advance
<br />refunding obligations as defined in Section 149(d)(5) of the Code) in an aggregate amount
<br />exceeding $10,000,000, unless the City first obtains a written opinion of nationally recognized bond
<br />counsel that such designation or issuance, as applicable, will not adversely affect the status of the
<br />Notes as "qualified tax-exempt obligations". Further, the City covenants that, during any time or in
<br />any manner as might affect the status of the Notes as "qualified tax-exempt obligations", it has not
<br />formed or participated in the formation of, or benefited from or availed itself of, any entity in order
<br />to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the Code, and will not
<br />form, participate in the formation of, or benefit from or avail itself of, any such entity. The City
<br />further represents that the Notes are not being issued as part of a direct or indirect composite issue
<br />that combines issues or lots of tax-exempt obligations of different issuers.
<br />The Director of Finance, as the fiscal officer, or any other officer of the City having
<br />responsibility for issuance of the Notes is hereby authorized (a) to ma.ke or effect any election,
<br />selection, designation, choice, consent, approval, or waiver on behalf of the City with respect to the
<br />Notes as the City is permitted or required to malce or give under the federal income tax laws,
<br />including, without limitation thereto, any of the elections provided for in Section 148( fl(4)(C) of the
<br />Code or available under Section 148 of the Code, for the purpose of assuring, enhancing or
<br />protecting favorable tax treatment or status of the Notes or interest thereon or assisting compliance
<br />with requirements for that purpose, reducing the burden or expense of such compliance, reducing
<br />the rebate amount or payments of penalties, or making payments of special amounts in lieu of
<br />making computations to determine, or paying, excess earnings as rebate, or obviating those amounts
<br />or payments, as determined by that officer, which action shall be in writing and signed by the
<br />officer, (b) to take any and all other actions, make or obtain calculations, make payments, and make
<br />ar give reports, covenants and certifications of and on behalf of the City, as may be appropriate to
<br />assure the exclusion of interest from gross income and the intended taY status of the Notes, and (c)
<br />to give one or more appropriate certificates of the City, for inclusion in the transcript of proceedings
<br />for the Notes, setting forth the reasonable expectations of the City regarding the amount and use of
<br />all the proceeds of the Notes, the facts, circumstances and estimates on which they are based, and
<br />other facts and circumstances relevant to the tax treatment of the interest on and the tax status of the
<br />Notes.
<br />Section 11. The legal services of the law firm of Squire, Sanders & Dempsey L.L.P. be
<br />and are hereby retained. Those legal services shall be in the nature of legal advice and
<br />recommendations as to the documents and the proceedings in connection with the authorization,
<br />sale and issuance of the Notes (and any consolidated issue of which they are a part) and rendering at
<br />delivery a related legal opinion, all as set forth in the form of engagement letter dated as of February
<br />17, 2004, now on file in the office of the Clerk of Council. In providing those legal services, as an
<br />independent contractor and in an attorney-client relationship, that firm shall not exercise any
<br />administrative discretion on behalf of this City in the formulation of public policy, expenditure of
<br />public funds, enforcement of laws, rules and regulations of the State, any county or municipal
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