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The ITretor of Finance, as the fiscal officer, or any ocher officer of de City having
<br />responsibility for issuance of Me Notes is hereby authorized (a) to make or effect my election,
<br />selection, designation (including specifically designation or treatment ofthe Notes as "qualified tax-
<br />exempt obligations" if such designadon is applicable and desirable, and to make any related
<br />pessary represenmions and reverends), choice, consent, approval, or waiver on behalfofthe City
<br />with respect to the Notes as me City is permitted or required to make or give under the federal
<br />income tax laws, including, wiffiout limitation thereto, any of the elections provided for in Section
<br />148(f)(4)(C) of the Code or available under Saxon 148 of the Code, for the purpose of assuring,
<br />enhancing or protecting favorable tax meatrnem 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 />rlMucing the rebate amount or payments ofprvelaes, or making payments ofspecial ammme in lieu
<br />of making computations he determine, or paying, excess earrings as rebate, or obviating these
<br />amounts or payments, as determined by that officer, which action shall be in writing and signed by
<br />Me officer, (b) to eke my and all other actions, make or obtain calculations, make payments, and
<br />make or give reports, covenants end cerrificafions of and on behalf of the City, as may be
<br />appropriate to assure the exclusion of interest from press income and the intended tax status of the
<br />Notes, and (c) to give one or more appropriate certificates of the City, fro inclusion in the Transcript
<br />of proceedings for the Noss, setting forth the reasonable expectations of the City regarding the
<br />amount and Use of all the Prods of the Notes, the facts, circumstances and estimates on which
<br />they are based, and other fans and cncumsmnces relevant TO the tax neamrent of Me interest on and
<br />Me tax status of the Notes.
<br />Each covenant more in this section with respect to the Notes is also made with
<br />respect to all issues any portion of the debt service on which is paid from proceeds of the Notes
<br />(zed, if different, the origiml issue and my rehandling issues in a series of recordings), To the extent
<br />such compliance is necessary TO assure excursion of interest on the Notes from gross income for
<br />federal income tan purposes, and the officers idera fled above are suburban] to mine mama with
<br />respect an those issues as they are authomed in this section TO take with respect m 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 Me 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 servtas, as an independent contractor and in an momcy-client
<br />relationship, that firm shall not exorcise any administrative discretion on behalf of the City in the
<br />formulation of public policy, expenditure of public funds, enforcement of laws, roles and
<br />regulations of the State, the City or a y other political subdivision, or the execution of public trusts.
<br />That firm shell he paid just and reasonable compensation for those legal services and shall be
<br />reimbursed for the actual nut -of -pocket expenses it incurs in rendering those legal services. The
<br />Director of Finance is authurisaxi and directed to drake appropriate certification as to the availability
<br />of funds for those fps and my AMIM r ement and to base an appropriate order for thew timely
<br />payment as written statements are submitted by that firm.
<br />Section 12. Retention of Municipal Advisor. The City retains MAS financial Advimry
<br />Services, LLC to provide financial advisory services as the City's `municipal advism" as that
<br />term is defined in Section 975 of Title IX of the Dodd -Frank Wall Street Reform and Consumer
<br />Probation Act ("Dodd -Frank Act") relining to the mthorimtion, structuring, We, issuance and
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