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Section 11. Retention of Legal Services. The legal services of the law firm of Squire <br />Sanders (US) LLP be and are hereby retained. Those legal services shall be in the nature of legal <br />advice and recommendations as to the documents and the proceedings in connection with the <br />authorization, sale and issuance of the Bonds and rendering at delivery a related legal opinion, all as <br />set forth in the form of engagement letter dated as of October 16, 2012, now on file in the office of the <br />Clerk of Council. In providing those legal services, as an independent contractor and in an <br />attorney-client relationship, that firm shall not exercise any administrative discretion on behalf of this <br />City in the formulation of public policy, expenditure of public funds, enforcement of laws, rules and <br />regulations of the State, any county or municipal corporation or of this City, or the execution of public <br />trusts. For those legal services that firm shall be paid just and reasonable compensation and shall be <br />reimbursed for actual out-of-pocket expenses incurred in providing those legal services. The Mayor <br />is authorized and directed to sign and deliver the engagement letter, and, to the extent they are not <br />paid by the Original Purchaser in accordance with the Purchase Agreement, the Director of Finance is <br />authorized and directed to make appropriate certification as to the availability of funds for those fees <br />and any reimbursement and to issue an appropriate order for their timely payment as written <br />statements are submitted by that firm. <br />Section 12. Compliance with Open Meeting Requirements. This Council finds and <br />determines that all formal actions of this Council and of any of its committees concerning and relating <br />to the passage of this ordinance were taken, and that all deliberations of this Council and of any <br />committees that resulted in those formal actions were held, in meetings open to the public in <br />compliance with the law. <br />Section 13. Effective Date. This ordinance shall be in full force and effect from and <br />after the earliest time permitted by law. <br />Passed: YW.b4,- _? , 2012 <br />Attest: ^ C? <br />Clerk of Council <br />President of C <br />Approved: AW "94?( yL. ? , 2012 , <br />.zGt ? I l? < <d- <br />SO &,r-d (L(a? <br />ll.tkd Iv? ?11?--- <br />Mayor CL? ?l VWf tf"t,L ? YI%411- <br />-13-