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ORDINANCE NO. 2006-33 PAGE 14
<br />(D) of Section 265(b)(3) of the Code, and will not form, participate in the formation of, or benefit
<br />from or avail itself of, any such entity. The Village further represents that the Bonds are not being
<br />issued as part of a direct or indirect composite issue that combines issues or lots of tax-exempt
<br />obligations of different issuers.
<br />The Director of Finance, as the fiscal officer, or any other officer of the Village having
<br />responsibility for issuance of the Bonds is hereby authorized (a) to make or effect any election,
<br />selection, designation, choice, consent, approval, or waiver on behalf of the Village with respect to
<br />the Bonds as the Village is permitted or required to make or give under the federal income tax
<br />laws, including, without limitation, any of the elections available under Section 148 of the Code,
<br />for the purpose of assuring, enhancing or protecting favorable tax treatment or status of the Bonds
<br />or interest thereon or assisting compliance with requirements for that purpose, reducing the burden
<br />or expense of such compliance, reducing the rebate amount or payments or penalties, or making
<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, make 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 taY 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 a11 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 a11 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 limitatiori 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 contractar 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, rules and
<br />regulations of the State, any county, municipality or other political subdivision, or of this Village,
<br />or the execution of public trusts.
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