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affect that exclusion, and (c) it, or persons acting for it, will, among other was of compliance, (i)
<br />apply the proc ds of Me Notes to the governmental purposes of Me borrewivg,(h) restrict the yield
<br />on
<br />investment property, (lii) make fimely and adequate payments to the federal government, fiv)
<br />aintain books and records and make calculations and reports, and (v) refrain from certain uses of
<br />Nose proceeds and, as applicable, of property financed with such proceeds, all in such summer and
<br />to the extern necessary to assure such exclusion of that interest under the Code.
<br />The Director of Finance, as Me fiscal officer, or any other officer of Me City having
<br />responsibility for issuaxe of the Notes is hereby auNarized (a) to make or effect any election,
<br />selection, designation (including specifically desigrufion ortreatnent ofNe Notes as "qualifiedtax-
<br />empt obligations" if such designation is applicable and desirable, and to make any related
<br />recessary representations and covenants), choice, consen4 approval, or waiver on behalf of Me
<br />City with respect to the Notes as the City is lacerated or required b make or give under the federal
<br />income Laic laws, including, without limitation thereto, any of the elections provided for in Section
<br />148(0(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 regm intents for that purpose, reducing the burden or experrse of such compliance,
<br />reducing the rebate amount or payments ofperWties, or making paymrnts 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 be in writing and signed by
<br />Me officer, fb) to take any and ell other actions, make or obtain calculations, make payments, and
<br />make or give reforms, covertness and certificadore of and an behalf of the City, as may be
<br />appropriate in assure Me exclusion of interest from gross income and the intended our sinus of the
<br />Notes, and be) to give am or more appropriate certificates of the City, for inclusion in the transcript
<br />of proceedings for the Notes, among forth the reasonable expectations of the City regarding the
<br />ansount and use of all the proceeds of the Notes, the facts, circumstances and estimates on which
<br />they are based, and other facts and cvcumstanrzs relevant to the tax temment of the interest on aM
<br />the talc smms of hie Notes.
<br />Each covenant merle in this section with respect to the Notes is also made with respect to all
<br />issues any portion of the debt service on which is paid from proceeds of the Notes(enC, ifdiR S
<br />the original issue and any refunding issues in a series ofrefundings), to the extent such compliance
<br />is necessary to assure exclusion of interest on the Notes from gross wmme for federal income tax
<br />purposes, and tie officers identified above are endorsed m take anions wiN respect to those issues
<br />as may are auNonsed in this section to take with respect to 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 Me proceedings in connection wiN the
<br />issuance and sale of fire Notes and the rendering of the necessary legal opinion upon the delivery of
<br />the Notes. In rendering those legal services, as an indepeMent contractor and in an enomeyclirnt
<br />relationship, that ham shall cot cxercise any administrative discretion on behaf of the City N the
<br />formulation of public policy, expenditure of public fiends, enforcement of laws, rules and
<br />regulations of Me 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 />reimbmsM for the actual out of -packet expenses it incurs in rerdlering those legal services. The
<br />]Tractor of Finance is mahoriud and directed to make appropriate cmification as to hie avaJability
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