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ORDINANCE NO. 2006-31 PAGE 14
<br />payments of special amounts in lieu of making computations to determine, or paying, excess
<br />earnings as rebate, or obviating those amounts or payments, as determined by that officer, which
<br />action shall be in writing and signed by the officer, (b) to take any and all other actions, malce or
<br />obtain calculations, make payments, and make or give reports, covenants and certifications of and
<br />on behalf of the Village, as may be appropriate to assure the exclusion of interest from gross
<br />income and the intended tax status of the Bonds, and (c) to give one or more appropriate
<br />certificates of the Village, for inclusion in the transcript of proceedings for the Bonds, setting forth
<br />the reasonable expectations of the Village regarding the amount and use of all the proceeds of the
<br />Bonds, the facts, circumstances and estimates on which they are based, and other facts and
<br />circumstances relevant to the tax treatment or status of the Bonds and interest thereon.
<br />Section 10. Certification and Delivery of Ordinance and Certificate of Award. The
<br />Clerk of Council is directed to deliver promptly a certified copy of this ordinance and a signed
<br />copy of the Certificate of Award to the Cuyahoga County Auditor as soon as each is available.
<br />Section 11. Satisfaction of Conditions for Bond Issuance. This Council determines
<br />that all acts and conditions necessary to be performed by the Village or to have been met precedent
<br />to and in the issuing of the Bonds in order to make them legal, valid and binding general
<br />obligations of the Village have been performed and have been met, or will at the time of delivery
<br />of the Bonds have been performed and have been met, in regular and due form as required by law;
<br />that the full faith and credit and general property taxing power (as described in Section 8) of the
<br />Village are pledged for the timely payment of the debt charges on the Bonds; and that no statutory
<br />or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of
<br />the Bonds.
<br />Section 12. Retention of Bond Counsel and Execution of Engagement Letter. In
<br />connection with the issuance of the Bonds, the legal services of Squire, Sanders & Dempsey
<br />L.L.P., as bond counsel, are retained pursuant to an engagement letter which has been delivered
<br />to the Village by that firm. That engagement letter, and the execution thereof by the Mayor, the
<br />Director of Finance, the Law Director, or any one of them, are hereby authorized, ratified and
<br />approved. In rendering those legal services, as an independent contractor and in an attorney-client
<br />relationship, that firm shall not exercise any administrative discretion on behalf of this Village in
<br />the formulation of public policy, expenditure of public funds, enforcement of laws, niles and
<br />regulations of the State, any county, municipality or other political subdivision, or of this Village,
<br />or the execution of public trusts.
<br />Section 13. Retention of Financial Advisor. In connection with the issuance of the
<br />Bonds, the financial advisory services of Sudsina & Associates, LLC are hereby retained. In
<br />rendering those financial advisory services, as an independent contractor and in a financial
<br />advisory relationship with the Village, that firm shall not exercise any administrative discretion on
<br />behalf of this Village in the formulation of public policy, expenditure of public funds, enforcement
<br />of laws, rules and regulations of the State, any county, municipality or other political subdivision,
<br />or of this Village, or the execution of public trusts.
<br />Section 14. Compliance with Open Meeting Requirements. This Council finds and
<br />determines that all formal actions of this Council and of any of its committees concerning and
<br />relating to the passage of this ordinance were taken in an open meeting of this Council or of any of
<br />its committees, and that all deliberations of this Council and of any committees that resulted in
<br />those formal actions were in meetings open to the public, in compliance with the law.
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