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ORDINANCE NO. 2008- 2° PAGE 5
<br />obligations" for purposes of Section 265(b)(3) of the Code, including the Notes, in an aggregate
<br />amount in excess of $10,000,000, and (ii) have not issued, do not reasonably anticipate issuing,
<br />and will not issue, tax-exempt obligations (including the Notes, but excluding obligations, other
<br />than qualified 501(c)(3) bonds as defined in Section 145 of the Code, that are private activity
<br />bonds as defined in Section 141 of the Code and excluding refunding obligations that are not
<br />advance refunding obligations as defined in Section 149(d)(5) of the Code) in an aggregate
<br />amount exceeding $10,000,000, unless the Village first obtains a written opinion of nationally
<br />recognized bond counsel that such designation or issuance, as applicable, will not adversely affect
<br />the status of the Notes as "qualified tax-exempt obligations". Further, the Village represents and
<br />covenants that, during any time or in any manner as might affect the status of the Notes as
<br />"qualified tax-exempt obligations", it has not formed or participated in the formation of, or
<br />benefitted from or availed itself of, any entity in order to avoid the purposes of subparagraph (C)
<br />or (D) of Section 265(b)(3) of the Code, and will not form, participate in the formation of, or
<br />benefit from or avail itself of, any such entity. The Village further represents that the Notes are
<br />not being issued as part of a direct or indirect composite issue that combines issues or lots of
<br />tax-exempt obligations of different issuers.
<br />The Mayor, or any other officer of the Village having responsibility for issuance of the
<br />Notes is hereby authorized (a) to make or effect any election, selection, designation, choice,
<br />consent, approval, or waiver on behalf of the Village with respect to the Notes as the Village is
<br />permitted or required to make or give under the federal income tax laws, including, without
<br />limitation thereto, any of the elections provided for in Section 148(f)(4)(C) of the Code or
<br />available under Section 148 of the Code, for the purpose of assuring, enhancing or protecting
<br />favorable tax treatment or status of the Notes or interest thereon or assisting compliance with
<br />requirements for that purpose, reducing the burden or expense of such compliance, reducing the
<br />rebate amount or payments of penalties, or malting payments of special amounts in lieu of making
<br />computations to determine, or paying, excess earnings as rebate, or obviating those amounts or
<br />payments, as determined by that officer, which action shall be in writing and signed by the officer,
<br />(b) to take any and all other actions, matte or obtain calculations, make payments, and matte or
<br />give reports, covenants and certifications of and on behalf of the Village, as maybe appropriate to
<br />assure the exclusion of interest from gross income and the intended tax status of the Notes, and (c)
<br />to give one or more appropriate certificates of the Village, for inclusion in the transcript of
<br />proceedings for the Notes, setting forth the reasonable expectations of the Village regarding the
<br />amount and use of all the proceeds of the Notes, the facts, circumstances and estimates on which
<br />they are based, and other facts and circumstances relevant to the tax treatment of the interest on
<br />and the tax status of the Notes.
<br />Section 11. In connection with the issuance of the Notes, the legal services of
<br />Squire, Sanders & Dempsey L.L.P., as bond counsel, are retained pursuant to an engagement
<br />letter which has been delivered to the Village by that firm. That engagement letter, and the
<br />execution thereof by the Mayor, the Director of Law, or any one of them, are hereby authorized,
<br />ratified and approved. In rendering those legal services, as an independent contractor and in an
<br />attorney-client relationship, that firm shall not exercise any administrative discretion on behalf of
<br />this Village in the formulation of public policy, expenditure of public funds, enforcement of laws,
<br />rules and regulations of the State, any county, municipality or other political subdivision, or of this
<br />Village, or the execution of public trusts.
<br />Section 12. The Clerk of Council is directed to forward a certified copy of this
<br />ordinance to the County Auditor.
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