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further represents that the Notes are not being issued as part of a direct or indirect composite issue
<br />that combines issues ar lots of tax-exempt obligations of different issuers.
<br />The Director of Finance, as the fiscal officer, ar 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 to 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
<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 or penalties, or making payments of special amounts in lieu of
<br />making computations to determine, or paying, excess earnings as rebate, ar 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 />or 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 tax 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 taac treatment of the interest on and the tax status of the
<br />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
<br />is 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 1ega1 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 January
<br />29, 2008, now on file in the office of the Clerk of Council. In providing those 1ega1 services, as an
<br />independent contractor and in an attorney-client relationship, that firm shall not exercise any
<br />administrative discrehon 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 ar municipal
<br />corporation ar of this City, ar the execution of public trusts. For those legal services that firm shall
<br />be paid just and reasonable compensation and shall be reimbursed for actual out-of-pocket expenses
<br />incurred in providing those legal services. The Mayor is authorized and directed to sign and deliver
<br />the engagement letter, and the Director of Finance is authorized and directed to make appropriate
<br />certification as to the availability of funds for those fees and any reimbursement and to issue an
<br />appropriate order far their timely payment as written statements are submitted by that firm.
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