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is able to cancel the contract without penalty or cause at the end of each three -year period of the contract term; (E) any <br />automatic increases in the periodic, fixed fee may not exceed the percentage increases detennined by an external <br />standard set forth in the standard for computing increases; and (F) any new contract with the Private Person which is <br />subject to subparagraph (0(iii)(1) will be subject to the requirements of (A) through (F) of this subparagraph; or <br />(2) Where the compensation of the Private Person is based in whole or in part on a percentage of gross income or other <br />measure, all of the following conditions must be met: (A) no amount of compensation is based on a share of the net <br />profits; (B) the compensation is reasonable; (C) the term of the contract does not exceed two (2) years; (D) the Recipient <br />is able to cancel the contract without penalty or cause by giving the Private Person 90 days notice; (E) any automatic <br />increases in that portion of the compensation that is a periodic, fixed fee may not exceed the percentage increases <br />determined by an external standard set forth in the standard for computing increases; and (F) any new contract with the <br />Private Person which is subject to subparagraph (t)(iii)(2) will be subject to the requirements of (A) through (F) of this <br />subparagraph; and <br />(3) Ifthe Recipient is subject to the subparagraphs (f)(iii)(1) or (f)(iii)(2) and it enters into contracts with Private Persons <br />described in those subparagraphs and the Governing Body of the Recipient numbers five (5) ormore members, no more <br />than one (1) member of the Goveming Body of the Recipient may be the Private Person referred to in subparagraphs <br />(f)(iii)(1) or (f)(iii)(2), a related person (as described in Section 144(a)(3) of the Code), an employee of such Private <br />Person, or a member of the Governing Body of such Private Person, provided such member is not the Chief Executive <br />Officer or its equivalent of the Recipient. If the Govemurg Body or the Recipientnumbers less than five (5) members, <br />no member may be such Private Person or an employee of such Private Person or a member of its Governing Body. <br />(iv) The Recipient may depart from any of its agreements contained in subparagraphs (f)(i) through (f)(iii) if it delivers to the <br />Director, at the Recipient's expense, an opinion of Bond Counsel that to do so would not adversely affect the exclusion of <br />interest on the Infrastructure Bonds from gross income for federal income tax purposes and such opinion is accepted by the <br />Director. <br />(g) Use of Proceeds. With respect to the Project to be financed or reimbursed by moneys granted pursuant to Section 2 hereof- <br />(i) The total cost of the Project shall not and will not include any cost which does not constitute "Costs of Capital <br />Improvements," as defined in the Law; <br />(ii) All of the Project is owned, or will be owned, by the Recipient or another Tax - Exempt organization; <br />(iii) The Recipient shall not use any of the moneys to pay or reimburse the Recipient for the payment of or to refinance costs <br />incurred in connection with the acquisition, construction, improvement and equipping of property that is used or will be used for any <br />Private Business Use; and <br />(iv) The Recipient may depart from any of its agreement contained in subparagraph (iii) if it delivers to the Director, at the <br />Recipient's expense, an opinion of Bond Counsel that to do so would not adversely affect the exclusion of interest on the Infrastructure <br />Bonds from gross income for federal income tax purposes and such opinion is accepted by the Director. <br />(h) General Tax Covenant. The Recipient shall not take any action or fail to take any action which would adversely affect the <br />exclusion of interest on the Infrastructure Bonds from gross income for federal income tax purposes; <br />(i) Sufficiency of Moneys. The Recipient has sufficient moneys in addition to those granted to Recipient pursuant to Section 2 <br />of this Agreement to fiord the Project to completion; <br />0) Ohio Preference. Recipient shall, to the extent practicable, use, and shall cause all of its Contractors and subcontractors to <br />use Ohio products, materials, services and labor in connection with the Project; <br />(k) Equal Employment Opportunity. Recipient shall, and shall require that all contractors and subcontractors working on the <br />Page 7 <br />