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ORDINANCE NO. 2010- 29 PAGE 6
<br />nationally recognized bond counsel that such designation or issuance, as applicable, will not
<br />adversely affect the status of the Notes as "qualified tax-exempt obligations". Further, the Village
<br />represents and covenants that, during any time or in any manner as might affect the status of the
<br />Notes as "qualified tax-exempt obligations", it has not formed or participated in the formation of,
<br />or benefitted from or availed itself of, any entity in order to avoid the purposes of subparagraph
<br />(C) 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 Director of Finance, as the fiscal officer, or any other ofFicer of the Village having
<br />responsibility for issuance of the Notes 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 Notes as the Village is permitted or required to make or give under the federal income tax
<br />laws, including, without limitation thereto, any of the elections provided for in Section
<br />148(fl(4)(C) of the Code or available under Section 148 of the Code, for the purpose of assuring,
<br />enhancing or protecting favorable tax treatment or status of the Notes or interest thereon or
<br />assisting compliance with requirements for that purpose, reducing the burden or expense of such
<br />compliance, reducing the rebate amount or payments of penalties, or making payments of special
<br />ainounts in lieu of making computations to determine, or paying, excess earrungs as rebate, or
<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, circLUnstances 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 talce with respect to 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 Finance, the Director of Law, or any one of them,
<br />are hereby authorized, ratified and approved. In rendering those legal services, as an independent
<br />contractor and in an attorney-client relationship, that firm shall not exercise any admimstrative
<br />discretion on behalf of this Village in the formulation of public policy, expenditure of public
<br />funds, enforcement of laws, rules and regulations of the State, any county, municipality or other
<br />political subdivision, 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 Auditor.
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