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any time or in any manner as might affect the status of the Notes as "qua.lified tax exempt
<br />obligations", it has not formed or participated in the formation of, or benefited from or availed itself
<br />of, any entity in order to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the
<br />Code, and will not form, participate in the formation of, or benefit from or avail itself of, any such
<br />entity. The City further represents that the Notes are not being issued as part of a direct or indirect
<br />composite issue 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 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
<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 />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 tax treatment of the interest on and the taY status of the
<br />Notes.
<br />Section 11. If in her judgment it is appropriate, the Director of Finance is authorized to
<br />request a rating for the Notes from Moody's Investors Service, Inc., Standard & Poor's Ratings
<br />Service or Fitch IBCA, or two or all of those rating agencies, as she determines is in the best interest
<br />of the City.
<br />The expenditure of the amounts necessary to secure any such ratings, as well as to pay the
<br />other financing costs (as defined in Section 133.01 of the Revised Code) in connection with the
<br />Notes, is hereby authorized and approved and the amounts necessary to pay those costs are hereby
<br />appropriated from the proceeds of the Notes.
<br />Section 12. The legal services of the law firm of Squire Sanders (US) LLP be and are
<br />hereby retained. Those legal services sha11 be in the nature of legal advice and recommendations as
<br />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 7, 2012, 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
<br />shall not exercise any administrative discretion on behalf of this City in the formulation of public
<br />policy, expenditure of public funds, enforcement of laws, rules and regulations of the State, any
<br />county or municipal corporation or of this City, or the execution of public trusts. For those legal
<br />services that firm shall be paid just and reasonable compensation and shall be reimbursed for actual
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