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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 or treatment of the Notes as "qualified tax-
<br />exempt obligations" if such designation is applicable and desirable, and to make any related
<br />necessary representations and covenants), choice, consent, approval, or waiver on behalf of the City
<br />with 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 be 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 appropriate
<br />to 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 tax status of the
<br />Notes.
<br />Each covenant made 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 (and, if different,
<br />the original issue and any refunding issues in a series of refundings), to the extent such compliance is
<br />necessary to assure exclusion of interest on the Notes from gross income for federal income tax
<br />purposes, and the officers identified above are authorized to take actions with respect to those issues
<br />as they are authorized 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 legal
<br />advice and recommendations as to the documents and the proceedings in connection with the issuance
<br />and sale of the Notes and the rendering of the necessary legal opinion upon the delivery of the Notes.
<br />In rendering those legal services, as an independent contractor and in an attorney -client relationship,
<br />that firm shall not exercise any administrative discretion on behalf of the City in the formulation of
<br />public policy, expenditure of public funds, enforcement of laws, rules and regulations of the State, the
<br />City or any other political subdivision, or the execution of public trusts. That firm shall be paid just
<br />and reasonable compensation for those legal services and shall be reimbursed for the actual out-of-
<br />pocket expenses it incurs in rendering those legal services. The Director of Finance is authorized and
<br />directed to make appropriate certification as to the availability of funds for those fees and any
<br />reimbursement and to issue an appropriate order for their timely payment as written statements are
<br />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 term
<br />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
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