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ORDINANCE N0.2013-12 PAGE 7 <br />obviating those amounts or payments, as determined by that officer, which action shall be in <br />writing and signed by the officer, (b) to take any and all other actions, make or obtain calculations, <br />make payments, and make or give reports, covenants and certifications of and on behalf of the <br />Village, as may be appropriate to assure the exclusion of interest from gross income and the <br />intended tax status of the Notes, and (c) to give one or more appropriate certificates of the Village, <br />for inclusion in the transcript of proceedings for the Notes, setting forth the reasonable <br />expectations of the Village regarding the amount and use of all the proceeds of the Notes, the <br />facts, circumstances and estimates on which they are based, and other facts and circumstances <br />relevant to the tax treatment of the interest on and the tax status of the Notes. <br />Each covenant made in this section with respect to the Notes is also made with respect <br />to all issues any portion of the debt service on which is paid from proceeds of the Notes (and, if <br />different, the original issue and any refunding issues in a series of refundings), to the extent such <br />compliance is necessary to assure exclusion of interest on the Notes from gross income for federal <br />income tax purposes, and the officers identified above are authorized to take actions with respect <br />to those issues as they are authorized in this section to take with respect to the Notes. <br />Section 11. In connection with the issuance of the Notes, the legal services of <br />Squire Sanders (US) LLP, as bond counsel, are retained pursuant to an engagement letter which <br />has been delivered to the Village by that firm. That engagement letter, and the execution thereof <br />by the Mayor, the Director of Finance, the Director of Law, or any one of them, are hereby <br />authorized, ratified and approved. In rendering those legal services, as an independent contractor <br />and in anattorney-client relationship, 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 12. The Clerk of Council is directed to forward a certified copy of this <br />ordinance to the County Fiscal Officer. <br />Section 13. This Council determines that all acts and conditions necessary to be done <br />or performed by the Village or to have been met precedent to and in the issuing of the Notes in <br />order to make them legal, valid and binding general obligations of the Village have been <br />performed and have been met, or will at the time of delivery of the Notes have been performed <br />and have been met, in regular and due form as required by law; that the full faith and credit and <br />general property taxing power (as described in Section 9) of the Village are pledged for the timely <br />payment of the debt charges on the Notes; and that no statutory or constitutional limitation of <br />indebtedness or taxation will have been exceeded in the issuance of the Notes. <br />Section 14. This Council fmds and determines that all formal actions of this Council <br />and of any of its committees concerning and relating to the passage of this ordinance were taken in <br />an open meeting of this Council or of any of its committees, and that all deliberations of this <br />Council and of any committees that resulted in those formal actions were in meetings open to the <br />public, in compliance with the law. <br />