01-13 Issuance & Sale of Notes for Improvements

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making computations to determine, or paying excess earnings as rebate, or obviating those 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. 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 purpose, 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 12. 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 from 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 ferns 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 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 13. The Director of Finance is duected to deliver a certified copy of this Ordinance and the Final Terms Certificate 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 Chatter. 6 10 z.,