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and will not issue, tax-exempt obligations (including the Designated Amount of the Notes, but
<br />excluding obligations, other than "qualified 501(c)(3) bonds" as defined in Section 145 of the
<br />Code, that are private activity bonds as defined in Section 141 of the Code and excluding
<br />refunding obligations that are not "advance refunding obligations" as defined in Section
<br />149(d)(5) of the Code) in an aggregate amount exceeding $30,000,0000; unless the City first
<br />obtains a written opinion of nationally recognized bond counsel that such designation or
<br />issuance, as applicable, will not adversely affect the status of the Notes as "qualified tax-exempt
<br />obligations".
<br />The City represents and covenants that, during any time or in any manner as might affect
<br />the status of the Notes as "qualified tax exempt obligafions", it has not formed or participated in
<br />the formation of, or benefited from or availed itself of, any entity in order to avoid the purposes
<br />of subparagraph (C) or (D) of Section 265(b)(3) of the Code, and will not form, participate in the
<br />formation of, or benefit from or avail itself of, any such entity. The City further represents that
<br />the Notes are not being issued as part of a direct or indirect composite issue that combines issues
<br />or lots oftax-exempt obligations ofdifferent issuers.
<br />The Director of Finance or any other officer of the City having responsibility for issuance
<br />of the Notes is hereby authorized (a) to make or effect any election, selection, designation,
<br />choice, consent, approval or waiver on behalf of the City with respect to the Notes as the City is
<br />permitted to or required to make or give under the federal income tax laws, including, without
<br />limitation thereto, any of the. elections provided for in Section 148(f)(4)(C) of the Code or
<br />available under Section 148 of the Code, for the purpose of assuring, enhancing or protecting
<br />favorable tax treatment or status of the Notes or interest thereon or assisting compliance with
<br />requirements for that purpose, reducing the burden or expense of such compliance, reducing the
<br />rebate amount or payments or penalties, or making payments of special amounts in lieu of
<br />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
<br />by the officer, (b) to take any and all other actions, make or obtain calculations, make payments,
<br />and 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
<br />the Notes, and (c) to give one or more appropriate certificates of the City, for inclusion in the
<br />transcript of proceedings for the Notes, setting forth the reasonable expectations of the City
<br />regarding the amount and use of all the proceeds of the Notes, that facts circumstances and
<br />estimates on which they are based, and other facts and circumstances relevant to the tax
<br />treatment of the interest on and the tax status of the Notes.
<br />Section 11. The City desires to retain Benesch, Friedlander, Coplan & Aronoff LLP as
<br />bond counsel to the City in connection with the issuance and sale of the Notes in accordance with
<br />the terms and conditions provided in the engagement letter from that firm now on file with the Clerk
<br />of Council. That engagement letter is approved and the Mayor is authorized to sign and deliver, in
<br />the name of and on behalf of the City, the acceptance of that engagement letter in substantially the
<br />form now on file with the Clerk of Council with such changes therein that are not materially adverse
<br />to the interests of the City and are approved by the Mayor. The signing and delivery of the
<br />engagement letter shall be conclusive evidence that any changes therein are not materially adverse
<br />to the interests of the City and have been approved by the Mayor.
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