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accordance with the terms and conditions provided in the engagement letter from Benesch now <br />on file with the Clerk of Council. That engagement letter is approved and the Mayor is <br />authorized to sign and deliver, in the name of and on behalf of the City, the acceptance of that <br />engagement letter in substantially the form now on file with the Clerk of Council with such <br />changes therein that are not materially adverse to the interests of the City and are approved by <br />the Mayor. The signing and delivery of the engagement letter shall be conclusive evidence that <br />any changes therein are not materially adverse to the interests of the City and have been <br />approved by the Mayor. <br />The City acknowledges that few legal firms actively represent public and private entities <br />in connection with the authorization, sale and issuance of obligations by Ohio political <br />subdivisions, and that the Original Pw•chaser may in the future request that Benesch represent the <br />Original Purchaser in a matter or matters unrelated to the City. If such a request is made, the <br />Mayor, after consultation with the Director of Law, is authorized to waive any conflict arising <br />from Benesch's representation of the Original Purchaser in a matter or matters unrelated to the <br />City. <br />Section 12. If, in the judgment of the Director of Finance, the filing of an application <br />for (a) a rating on the Notes by one or more nationally-recognized rating agencies, or (b) a policy <br />of insurance from a company or companies to better assure the payment of principal of and <br />interest on the Notes, is in the best interest of and financially advantageous to this City, the <br />Director of Finance is authorized to prepare and submit those applications, to provide to each <br />such agency or company such information as may be required for the purpose, and to provide <br />further for• the payment of the cost of obtaining each such rating or policy, except to the extent <br />otherwise paid in accordance with the Note Purchase Agreement, from the proceeds of the Notes <br />to the extent available and othertivise from any other funds lawfully available and that are <br />appropriated or shall be appropriated for that purpose. To the extent the Director of Finance has <br />taken such actions, those actions are hereby ratified and confirmed. <br />Section 13. The Director of Finance is directed to deliver a certified copy of this <br />Ordinance to the County Fiscal Officer. <br />Section 14. The Clerk of Council is directed to give public notice of the passage of this <br />Ordinance in accordance with Article III, Section 12 of the Charter. <br />Section 15. This Council determines that all acts and conditions necessary to be done or <br />performed by the City or to have been met precedent to and in the issuing of the Notes in order to <br />make them legal, valid and binding general obligations of the City have been performed and have <br />been met, or will at the time of delivery of the Notes have been performed and have been met, in <br />regular and due form as required by law; that the full faith and credit and general property taxing <br />power (as described in Section 9) of the City are pledged for the timely payment of the principal of <br />and interest on the Notes; and that no statutory or constitutional limitation of indebtedness or <br />taxation will have been exceeded in the issuance of the Notes. <br />Section 16. This Council finds and determines that all formal actions of this Council and <br />any of its committees concerning and relating to the passage of this Ordinance were taken in an <br />open meeting of this Council or committees, and that all deliberations of this Council and any of its <br />6 <br />