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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 (including specifically designation of the Notes as "qualified tax-exempt
<br />obligations" if such designation is applicable and desirable, and to make any related necessary
<br />representations and covenants), choice, consent, approval, or waiver on behalf of the City with
<br />respect to the Notes as the City is permitted or required to make or give under the federal income
<br />tax laws, including, without limitation thereto, any of the elections provided for in Section
<br />148(f)(4)(C) of the Code or available under Section 148 of the Code, for the purpose of assuring,
<br />enhancing or protecting favorable tax treatment or status of the Notes or interest thereon or assisting
<br />compliance with requirements for that purpose, reducing the burden or expense of such compliance,
<br />reducing the rebate amount or payments of penalties, or making payments of special amounts in lieu
<br />of making computations to determine, or paying, excess earnings as rebate, or obviating those
<br />amounts or payments, as determined by that officer, which action shall he in writing and signed by
<br />the officer, (b) to take any and all other actions, make or obtain calculations, make payments, and
<br />make or give reports, covenants and certifications of and on behalf of the City, as may be
<br />appropriate to assure the exclusion of interest from gross income and the intended tax status of the
<br />Notes, and (c) to give one or more appropriate certificates of the City, for inclusion in the transcript
<br />of proceedings for the Notes, setting forth the reasonable expectations of the City regarding the
<br />amount and use of all the proceeds of the Notes, the facts, circumstances and estimates on which
<br />they are based, and other facts and circumstances relevant to the tax treatment of the interest on and
<br />the tax status of the Notes.
<br />Section 11. Retention of Bond Counsel. The legal services of Squire Patton Boggs (US)
<br />LLP, as bond counsel, be and are hereby retained. The legal services shall be in the nature of
<br />legal advice and recommendations as to the documents and the proceedings in connection with the
<br />issuance and sale of the Notes and the rendering of the necessary legal opinion upon the delivery of
<br />the Notes. In rendering those legal services, as an independent contractor and in an attorney-client
<br />relationship, that firm shall not exercise any administrative discretion on behalf of the City in the
<br />formulation of public policy, expenditure of public funds, enforcement of laws, rules and
<br />regulations of the State, the City or any other political subdivision, or the execution of public trusts.
<br />That firm shall be paid just and reasonable compensation for those legal services and shall be
<br />reimbursed for the actual out-of-pocket expenses it incurs in rendering those legal services. The
<br />Director of Finance is authorized and directed to make appropriate certification as to the availability
<br />of funds for those fees and any reimbursement and to issue an appropriate order for their timely
<br />payment as written statements are submitted by that firm.
<br />Section 12. Retention of Municipal Advisor. The City retains MAS Financial Advisory
<br />Services, LLC to provide financial advisory services as the City's "municipal advisor" as that
<br />term is defined in Section 975 of Title IX of the Dodd -Frank Wall Street Reform and Consumer
<br />Protection Act ("Dodd -Frank Act") relating to the authorization, structuring, sale, issuance and
<br />delivery by the City of the Notes. Those municipal advisory services shall be rendered to the
<br />City by MAS Financial Advisory Services, LLC in compliance with the Dodd -Frank Act, the
<br />rules and regulations promulgated thereunder and in accordance with the form of agreement
<br />between the City and MAS Financial Advisory Services, LLC which form of agreement is
<br />currently on file with the Clerk of Council (the "Advisory Agreement"). The Mayor, the
<br />Director of Finance and/or the Director of law are each hereby authorized to execute and deliver
<br />the agreement between the City and MAS Financial Advisory Services, LLC, with such changes
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