40-12 Issuance and and Sale of Notes

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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 unrelated to the CitS~. 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. If, in the judgment of the Director of Finance, the filing of an application for (a) a rating on the Notes by one or more nationally-recognized rating agencies, or (b) a policy of insurance from 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 this City, the Director of Finance is authorized to prepare and submit those applications, to provide to each such agency or company such information as may be required for the propose, and to provide further for the payment of the cost of obtaining each such rating or policy, except to the extent otherwise paid in accordance with the Note Purchase Agreement, from the proceeds of the Notes to the extent available and otherwise from any other funds lawfully available and that are appropriated or shall be appropriated for that purpose. To the extent the Director of Finance has taken such actions, those actions are hereby ratified and confirmed. Section 13. The Director of Finance is directed to deliver a certified copy of this Ordinance to the County Fiscal Officer. Section 14. The Clerk of Council is directed to give public notice of the passage of this Ordinance in accordance with Article III, Section 12 of the Charter. Section 15. This Council determines that all acts and conditions necessary to be done or performed by the City or to have been met precedent to and in the issuing of the Notes in order to make them legal, valid and binding general obligations of the City have been performed and have been met, or will at the time of delivery of the Notes have been performed and have been met, in regular and due form as required by law; that the full faith and credit and general property taxing power (as described in Section 9) of the City are pledged for the timely payment of the principal of and interest on the Notes; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Notes. Section 16. This Council finds and determines that all formal actions of this Council and airy of its committees concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council or committees, and that all deliberations of this Council and any of its committees that resulted in those formal actions were in meetings open to the public, all in compliance with the law. 5