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ORDINANCE NO. 2006-32 PAGE 15 the reasonable expectations of the Village regarding the amount and use of all the proceeds of the Bonds, the facts, circumstances and estimates on which they are based, and other facts and circumstances relevant to the taY treatment or status of the Bonds and interest thereon. Each covenant made in this Section with respect to the Bonds is also made with respect to all issues any portion of the debt service on which is paid from proceeds of the Bonds (and, if different, the original issue and any refunding issues in a series of refundings), to the extent such compliance is necessary to assure exclusion of interest on the Bonds from gross income for federal income tax purposes, and the officers identified above are authorized to take actions with respect to those issues as they are authorized in this Section to take with respect to the Bonds. Section 11. Certification and Delivery of Ordinance and Certificate of Award. The Clerlc of Council is directed to deliver promptly a certified copy of this ordinance and a signed copy of the Certificate of Award to the Cuyahoga County Auditor as soon as each is available. Section 12. Satisfaction of Conditions for Bond Issuance. This Council determines that all acts and conditions necessary to be performed by the Village or to have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the Village have been performed and have been met, or will at the time of delivery of the Bonds have been performed and have been met, in regular and due form as required by law; that the full faith and credit and general property taxing power (as described in Section 8) of the Village are pledged for the timely payment of the debt charges on the Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Bonds. Section 13. Retention of Bond Counsel and Execution of Engagement Letter. In connection with the issuance of the Bonds, the legal services of Squire, Sanders & Dempsey L.L.P., as bond counsel, are retained pursuant to an engagement letter which has been delivered to the Village by that firm. That engagement letter, and the execution thereof by the Mayor, the Director of Finance, the Law Director, or any one of them, are hereby authorized, ratified and approved. In rendering those legal services, as an independent contractor and in an attorney-client relationship, that firm sha11 not exercise any administrative discretion on behalf of this Village in the formulation of public policy, expenditure of public funds, enforcement of laws, rules and regulations of the State, any county, municipality or other political subdivision, or of this Village, or the execution of public trusts. Section 14. Retention of Financial Advisor. In connection with the issuance of the Bonds, the financial advisory services of Sudsina & Associates, LLC are hereby retained. In rendering those financial advisory services, as an independent contractor and in a financial advisory relationship with the Village, that firm sha11 not exercise any administrative discretion on behalf of this Village in the formulation of public policy, expenditure of public funds, enforcement of laws, rules and regulations of the State, any county, municipality ar other political subdivision, or of this Village, or the execution of public trusts. Section 15. Compliance with Open Meeting Requirements. This Council finds and determines that all formal actions of this Council and of any of its committees concerning and relating to the passage of this ordinance were taken in an open meeting of this Council or of any of its committees, and that all deliberations of this Council and of any committees that resulted in those formal actions were in meetings open to the public, in compliance with the law.