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<br />The Notes 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 it,
<br />together with all its subordinate entities or entities that issue obligations on its behalf, ar on behalf of
<br />which the City issues obligations, in or during the calendar year in which the Notes are issued, (i)
<br />has 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 Notes, in an aggregate
<br />amount in excess of $10,000,000, and (ii) has not issued, does not reasonably anticipate issumg, and
<br />will not issue tax-exempt obligations (including the Notes, 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 />Notes as "qualified tax-exempt obligations". Further, the City covenants that, during any time or in
<br />any manner as might affect the status of the Notes as "qualified tax-exempt obligations", it has not
<br />formed or participated in the formation of, or benefitted from or availed itself of, any entity in order
<br />to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the Code, and will not
<br />form, participate in the formation of, or benefit from or avail itself of, any such entity. The City
<br />further represents that the Notes are not being issued as part of a direct or mdirect composite issue
<br />that combines issues or lots of tax-exempt obligations of different issuers.
<br />Section 11. The Clerk of Council is directed to deliver a certified copy of this
<br />ordinance and a copy of the Certificate of Award to the County Auditor.
<br />Section 12. The legal services of the law firm of Squire, Sanders & Dempsey L.L.P. be
<br />and are hereby retained. Those legal services shall be m the nature of legal advice and
<br />recommendations as to the documents and the proceedings in connection with the authorization,
<br />sale and issuance of the Notes and rendering at delivery a related legal opinion, all as set forth in the
<br />form of engagement letter dated as of February 16, 1999, now on file m the office of the Clerk of
<br />Council. In providing those legal services, as an independent contractor and in an attorney-client
<br />relationship, that firm shall not exercise any administrative discretion on behalf of this City m the
<br />formulation of public policy, expenditure of public funds, enforcement of laws, rules and
<br />regulations of the State, any county or municipal corporation or of this City, or the execution of
<br />public trusts. For those legal services that firm shall be paid just and reasonable compensation and
<br />shall be reimbursed for actual out-of-pocket expenses mcurred in providing those legal services.
<br />The Director of Finance is authorized and directed to sign and deliver the engagement letter, to
<br />make appropriate certification as to the availability of funds for those fees and any reimbursement
<br />and to issue an appropriate order for their timely payment as written statements are submitted by
<br />that Firm.
<br />Section 13. This Council determines that all acts and conditions necessary to be done
<br />or performed by the City or to have been met precedent to and in the issuing of the Notes 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 Notes 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 9) of the City are pledged for the timely payment of
<br />the debt charges on the Notes; and that no statutory ar constitutional limitation of indebtedness or
<br />taxation will have been exceeded in the issuance of the Notes.
<br />Section 14. This Council finds 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,
<br />and that all deliberations of this Council and of any committees that resulted in those formal actions
<br />were held, in meetings open to the public in compliance with the law.
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