19-12 BAN to refund Series 2003 GO Bonds $6,025,000

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amounts or• payments, as determined by that officer, which action shall be in writing and signed by the officer, (b) to take any and all other actions, make or obtain calculations, make payments, and make or give reports, covenants and certifications of and on behalf of the City, as may be appropriate to assure the exclusion of interest from gross income and the intended tax status of the Notes, and (c) to give one or more appropriate certificates of the City, for inclusion in the transcript of proceedings for the Notes, setting forth the reasonable expectations of the City regarding the amount and use of all the proceeds of the Notes, that facts circumstances and estimates on which they are based, and other facts and circumstances relevant to the tax treatment of the interest on and the tax status of the Notes. Section 11. The City desires to retain Benesch, Friedlander, Coplan & Aronoff LLP ("Benesch") as bond counsel to the City in connection with the issuance and sale of the Notes in accordance with the terms and conditions provided in the engagement letter fiom Benesch now on file with the Clerk of Council. That engagement letter is approved and the Mayor is authorized to sign and deliver, in the name of and on behalf of the City, the acceptance of that engagement letter in substantially the form now on file with the Clerk of Council with such changes therein that are not materially adverse to the interests of the City and are approved by the Mayor. The signing and delivery of the engagement letter shall be conclusive evidence that any changes therein are not materially adverse to the interests of the City and have been approved by the Mayor. The City acknowledges that few legal firms actively represent public and private entities in connection with the authorization, sale and issuance of obligations by Ohio political subdivisions, and that the Original Purchaser may in the future request that Benesch represent the Original Purchaser in a matter or matters umrelated to the City. If such a request is made, the Mayor, after consultation with the Director of Law, is authorized to waive any conflict arising from Benesch's representation of the Original Purchaser in a matter or matters unrelated to the City. Section 12. (a) The City finds and determines that the redemption of the Refunded Bonds shall result in present value savings to the City and provide budgetary relief. The Director of Finance is authorized to determine the date for the redemption of the Refunded Bonds, and the Director of Finance is hereby directed to give notice of that redemption. (b) Escrow Agreement. The Escrow Agreement in the form now on file with the Clerk of Council is approved. The Director of Finance is authorized to sign and deliver, in the name and on behalf of the City, the Escrow Agreement with such changes that are not inconsistent with this resolution, are not materially adverse to the City, and are approved by the Director of Finance. That any such changes are not materially adverse to the City and are approved by the Director of Finance shall be evidenced conclusively by the signing of the Escrow Agreement by the Director of Finance. (c) Application for Ratin>r or Bond Insurance. If, in the judgment of the Director of Finance, the filing of an application for (i) a rating on the Notes by one or more nationally-recognized rating agencies, or (ii) a policy of insurance fiom a company or companies to better assure the payment of principal of and interest on the Notes is in the best interest of and financially advantageous to the City, the Director of Finance is authorized to prepare and submit those applications, to provide to each such agency or company such information as maybe requhed 6