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t CITY OF NORTH OLMSTED ORDINANCE N0.2009 -17 BY: Mayor O'Grady AN ORDINANCE DISPENSING WITH AN RFQ PROCESS AND AUTHORIZING THE MAYOR TO RETAIN AND ENTER INTO A CONTRACT WITH SQUIRE, SANDERS & DEMPSEY L.L.P. TO PROVIDE CERTAIN LEGAL SERVICES AS BOND COUNSEL IN CONNECTION WITH THE CITY'S 2009 GENERAL OBLIGATION BOND ANTICIPATION NOTE FINANCING, AND DECLARING AN EMERGENCY. WHEREAS, the law firm of Squire, Sander & Dempsey L.L.P. has for more than three decades provided legal services to the City and served as bond counsel to this City Council; and WHEREAS, the Mayor and Director of Finance are satisfied with the services that Squire, Sanders & Dempsey L.L.P. have provided to the City over these many years as bond counsel, and, in the interest of continuing to reap the benefit of the institutional history, knowledge, experience and expertise which this law firm alone has regarding the City's financial picture, records and condition, desire to continue to employ Squire, Sanders & Dempsey L.L.P to serve as the City's bond counsel and provide legal services this year in connection with the City's 2009 General Obligation Bond Anticipation Note financing; and WHEREAS, this Council, acting upon the recommendation of the Mayor and Director of Finance, desires to dispense with the RFQ process otherwise required by Chapter 112 of the North Olmsted Codified Ordinances and authorize the Mayor to enter into a new contract with the law firm of Squire, Sanders & Dempsey L.L.P., providing for the latter to serve as the City's bond counsel and provide legal services in connection with the City's 2009 General Obligation Bond Anticipation Note financing; NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF NORTH OLMSTED, COUNTY OF CUYAHOGA, AND STATE OF OHIO: SECTION 1: That this Council dispenses with the formal RFQ process otherwise required by Chapter 112 of the Codified Ordinances of the City of North Olmsted and authorizes the Mayor to retain Squire, Sanders & Dempsey L.L.P. to provide certain legal services and serve as bond counsel in connection with the City's 2009 general obligation bond anticipation note financings. Those legal services shall be in the nature of legal advice and recommendations as to the documents and the proceedings in connection with the authorization, sale and issuance of the notes (including any consolidated issue or issues) and rendering at delivery a related legal opinion, all as set forth in the form of engagement letter dated as of February 17, 2009, now on file in the office of the Clerk of Council. In providing those legal services, as an independent contractor and in an attorney-client relationship, that firm shall not exercise any administrative discretion on behalf of this City in the formulation of public policy, expenditure of public funds, enforcement of laws, rules and regulations of the State, any county or municipal corporation or of this City, or the execution of public trusts. For those legal services that firm shall be paid just and reasonable compensation and shall be reimbursed for actual out-of-pocket expenses incurred in providing those legal services, as set forth in the engagement letter. The Mayor is authorized and directed to sign