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<br />restrict the yield on investment property acquired with those proceeds, (iii) make timely and
<br />adequate payments to the federal government, (iv) maintain books and records and make
<br />calculations and reports, and (v) refrain from certain uses of those proceeds, and, as applicable, of
<br />property financed with such proceeds, all in such manner and to the extent necessary to assure such
<br />exclusion of that interest under the Code.
<br />The Bonds are hereby designated as "qualified tax-exempt obligations" for purposes of
<br />Section 265(b)(3) of the Code. In that connection, the City hereby represents and covenants that the
<br />City, together with all its subordinate entities or entities that issue obligations on its behalf, or on
<br />behalf of which it issues obligations, in or during the calendar year in which the Bonds are issued (i)
<br />have not issued and will not issue tax-exempt obligations designated as "qualified tax-exempt
<br />obligations" for purposes of Section 265(b)(3) of the Code, including the Bonds, in an aggregate
<br />amount in excess of $10,000,000 and (ii) have not issued, do not reasonably anticipate issuing, and
<br />will not issue, tax-exempt obligations (including the Bonds, but excluding obligations, other than
<br />qualified 501(c)(3) bonds as defined in Section 145 of the Code, that are private activity bonds as
<br />defined in Section 141 of the Code and excluding refunding obligations that are not advance
<br />refunding obligations as defined in Section 149(d)(5) of the Code) in an aggregate amount
<br />exceeding $10,000,000, unless the City first obtains a written opinion of nationally recognized bond
<br />counsel that such designation or issuance, as applicable, will not adversely affect the status of the
<br />Bonds as "qualified tax-exempt obligations".
<br />The Director of Finance, as the fiscal officer, or any other officer of the City 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 City with respect to the
<br />Bonds as the City is permitted or required to make ar give under the federal income tax laws,
<br />including, without limitation, any of the elections available under Section 148 of the Code, for the
<br />purpose of assuring, enhancing or protecting favarable tax treatment or status of the Bonds or
<br />interest thereon or assisting compliance with requirements for that purpose, reducing the burden or
<br />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, ar 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 City, as may be appropriate to assure the exclusion of interest from gross income
<br />and the intended tax status of the Bonds, and (c) to give one or more appropriate certificates of the
<br />City, for inclusion in the transcript of proceedings for the Bonds, setting forth the reasonable
<br />expectations of the City regarding the amount and use of all the proceeds of the Bonds, the facts,
<br />circumstances and estimates on which they are based, and other facts and circumstances relevant to
<br />the tax treatment ar status of the Bonds and interest thereon.
<br />Section 10. This Council determines that all acts and conditions necessary to be
<br />performed by the City or to have been met precedent to and in the issuing of the Bonds in order to
<br />make them legal, valid and binding general obligations of the City of North Olmsted have been
<br />performed and have been met, or will at the time of delivery of the Bonds have been performed and
<br />have been met, in regular and due form as required by law; that the full faith and credit and general
<br />property taxing power (as described in Section 8) of the City are pledged for the timely payment of
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