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£ <br />Section 12. 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 <br />recommendations as to the documents and the proceedings in connection with the authorization, <br />sale and issuance of the Notes and rendering at delivery a related legal opinion, all as set forth in the <br />form of engagement letter dated as of May 1, 2000, now on file in the office of the Clerk of Council. <br />In providing those legal services, as an independent contractor and in an attorney-client relationship, <br />that firm shall not exercise any administrative discretion on behalf of this City in the formulation of <br />public policy, expenditure of public funds, enforcement of laws, rules and regulations of the State, <br />any county or municipal corporation or of this City, or the execution of public trusts. For those <br />legal services that firm shall be paid just and reasonable compensation and shall be reimbursed for <br />actual out-of-pocket expenses incurred in providing those legal services. The Director of Finance is <br />authorized and directed to sign and deliver the engagement letter, to make appropriate certification <br />as to the availability of funds for those fees and any reimbursement and to issue an appropriate order <br />for their timely payment as written statements are submitted by that Firm. <br />Section 13. This Council determines that all acts and conditions necessary to be done or <br />performed by the City or to have been met precedent to and in the issuing of the Notes in order to <br />make them legal, valid and binding general obligations of the City of North Olmsted have been <br />performed and have been met, or will at the time of delivery of the Notes have been performed and <br />have been met, in regular and due form as required by law; that the full faith and credit and general <br />property taxing power (as described in Section 9) of the City are pledged for the timely payment of <br />the debt charges on the Notes; and that no statutory or constitutional limitation of indebtedness or <br />taxation will have been exceeded in the issuance of the Notes. <br />Section 14. This Council finds and determines that all formal actions of this Council and of <br />any of its committees concerning and relating to the passage of this ordinance were taken, and that <br />all deliberations of this Council and of any committees that resulted in those formal actions were <br />held, in meetings open to the public in compliance with the law. <br />-6- <br />?? _