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manner as might affect the status of the Notes as "qualified tax-exempt obligations", it has not formed
<br />or participated in the formation of, or benefited from or availed itself of, any entity in order to avoid
<br />the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the Code, and will not form,
<br />participate in the formation of, or benefit from or avail itself of, arry such entity. The City further
<br />represents that the Notes are not being issued as part of a direct or indirect composite issue that
<br />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 make 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 make or give under the federal income tax laws,
<br />including, without limitation thereto, any of the elections provided for in Section 148(f)(4)(C) of the
<br />Code or available under Section 148 of the Code, for the purpose of assuring, enhancing or protecting
<br />favorable tax treatment or status of the Notes or interest thereon or assisting compliance with
<br />requirements for that purpose, reducing the burden or expense of such compliance, reducing the
<br />rebate amount or payments of penalties, or making payments of special amounts in lieu of making
<br />computations to determine, or paying, excess earnings as rebate, or obviating those amounts or
<br />payments, as determined by that officer, which action shall be in writing and signed by the officer, (b)
<br />to take any and all other actions, make or obtain calculations, make payments, and make ar give
<br />reports, covenants and certifications of and on behalf of the City, as may be appropriate to assure the
<br />exclusion of interest from gross income and the intended tax status of the Notes, and (c) to give one
<br />or more appropriate certificates of the City, for inclusion in the transcript of proceedings for the
<br />Notes, setting forth the reasonable expectations of the City regarding the amount and use of all the
<br />proceeds of the Notes, the facts, circumstances and estimates on which they are based, and other facts
<br />and circumstances relevant to the tax treatment of the interest on and the tax status of the Notes.
<br />Each covenant made in this Section with respect to the Notes is also made with respect to all
<br />issues any portion of the debt service on which is paid from proceeds of the Notes (and, if different,
<br />the original issue and any refunding issues in a series of refundings), to the extent such compliance is
<br />necessary to assure exclusion of interest on the Notes from gross income for federal income tax
<br />purposes, and the officers identified above are authorized to take actions with respect to those issues
<br />as they are authorized in this Section to take with respect to the Notes.
<br />Section 11. The legal services of the law firm of Squire, Sanders & Dempsey L.L.P. be and
<br />are hereby retained. Those legal services shall be in the nature of legal advice and recommendations
<br />as to the documents and the proceedings in connection with the authorization, sale and issuance of the
<br />Notes and rendering at delivery a related legal opinion, all as set forth in the form of engagement
<br />letter dated as of February 17, 2004, now on file in the office of the Clerk of CounciL In providing
<br />those legal services, as an independent contractor and in an attorney-client relationship, that firm shall
<br />not exercise any administrative discretion on behalf of this City in the formulation of public policy,
<br />expenditure of public funds, enforcement of laws, rules and regulations of the State, any county or
<br />municipal corporation or of this City, or the execution of public trusts. For those legal services that
<br />firm shall be paid just and reasonable compensation and shall be reimbursed for actual out-of-pocket
<br />expenses incurred in providing those legal services. The Director of Law is authorized and directed
<br />to sign and deliver the engagement letter, and the Director of Finance is authorized and directed to
<br />make appropriate certification as to the availability of funds for those fees and any reimbursement
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