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DocuSign Envelope ID: D1 D7BO29-ODBD-4276-9A2E-BOA56F6EO688
<br />as may be necessary, after taking into account reasonable expectations at the time the debt is incurred, so that
<br />they will not constitute arbitrage bonds under Section 148 of the Code and the regulations prescribed
<br />thereunder (the "Regulations").
<br />The Director of Finance, or any other officer of the City, including the Mayor, is hereby authorized
<br />and directed (a) to make or effect any election, selection, designation, choice, consent, approval or waiver on
<br />behalf of the City with respect to the Notes as permitted or required to be made or given under the federal
<br />income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or the status of
<br />the Notes or interest thereon or assisting compliance with requirements for that purpose, reducing the burden
<br />or expense of such compliance, reducing any rebate amount or any payment of penalties, or making any
<br />payments of special amounts in lieu of making computations to determine, or paying, any excess earnings as
<br />rebate, or obviating those amounts or payments, as determined by the Director of Finance, which action shall
<br />be in writing and signed by the Director of Finance, or any other officer of the City, including the Mayor, on
<br />behalf of the City; (b) to take any and all actions, make or obtain calculations, and make or give reports,
<br />covenants and certifications of and on behalf of the City, as may be appropriate to assure the exclusion of
<br />interest from gross income and the intended tax status of the Notes; and (c) to give an appropriate certificate
<br />on behalf of the City, for inclusion in the transcript of proceedings, setting forth the facts, estimates and
<br />circumstances, and reasonable expectations of the City pertaining to Section 148 and the Regulations, and the
<br />representations, warranties and covenants of the City regarding compliance by the City with sections 141
<br />through 150 of the Code and the Regulations.
<br />The Director of Finance shall keep and maintain adequate records pertaining to investment of all
<br />proceeds of the Notes sufficient to permit, to the maximum extent possible and presently foreseeable, the City
<br />to comply with any federal law or regulation now or hereafter having applicability to the Notes which limits
<br />the amount of Note proceeds which may be invested on an unrestricted yield or requires the City to rebate
<br />arbitrage profits to the United States Department of the Treasury. The Director of Finance of the City is
<br />hereby authorized and directed to file such reports with, and rebate arbitrage profits to, the United States
<br />Department of the Treasury, to the extent that any federal law or regulation having applicability to the Notes
<br />requires any such reports or rebates.
<br />Section 14. Appointment of Bond Counsel. The Council approves of the appointment of the law
<br />firm of Bricker Graydon LLP to serve as bond counsel for the Notes. The fees to be paid to such firm shall
<br />be subject to review and approval of the Director of Finance, shall not exceed the fees customarily charged
<br />for such services, and shall be paid upon closing of the financing from proceeds of the Notes.
<br />Section 15. Official Statement. The distribution of an Official Statement of the City, in
<br />preliminary and final form, relating to the original issuance of the Notes is,hereby authorized, and the Mayor
<br />and the Director of Finance are hereby authorized and directed to negotiate, prepare and execute, on behalf
<br />of the City and in their official capacity, the Official Statement and any supplements thereto as so executed
<br />in connection with the original issuance of the Notes, and they are authorized and directed to advise the
<br />Original Purchaser in writing regarding limitations on the use of the Official Statement and any supplements
<br />thereto for purposes of marketing or reoffering the Notes as they deem necessary or appropriate to protect
<br />the interests of the City. The Mayor, Director of Finance and the Director of Law, are each authorized to
<br />execute and deliver, on behalf of the City and in their official capacities, such certificates in connection
<br />with the accuracy of the Official Statement, in either preliminary or final form, and any supplements thereto
<br />as may, in their judgment, be necessary or appropriate.
<br />Section 16. Obtaining of Rating for the Notes. The obtaining or updating of a rating or ratings on
<br />the Notes and the City is hereby authorized if the Director of Finance determines that it is necessary or
<br />advisable in connection with the original issuance of the Notes. If the Director of Finance so determines,
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