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<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 wili not
<br />form, participate in the formation of, or benefit from or avail itself of, any such eYrtity. The City
<br />further represents that the Notes aze not being issued as part of a d'vrect or indirect composite issue
<br />that combines issues or lots of tax-exempt obligations of differerrt issuers.
<br />The Director of Finance, as the fiscal officer, or any other officer of the City having
<br />responsibility for issuance of the Notes is hereby authorized (a) to make or effect any election,
<br />selection, designation, choice, consern, approval, or waiver on behalf of the City with respect to the
<br />Notes as the City is permitted or required to make or give under the federal income tax laws,
<br />including, without limitation thereto, any of the elections provided for in Section 148(f)(4)(C) of the
<br />Code or available under Section 148 of the Code, for the purpose of assuring, enhancing or
<br />protecting favorable tax treatmerrt or status of the Notes or urterest thereon or assisting compliance
<br />with requiremeirts for that purpose, reducing the burden or expense of such compliance, reducing
<br />the rebate amount or payments of penalties, or making paymerrts of special amounts in lieu of
<br />making computa.tions to determine, or paying, excess earnings as rebate, or obviating those amourns
<br />or paymerns, as determined by that officer, which action shall be in writing and signed by the
<br />officer, (b) to take any and a11 other actions, make or obtain calculations, make payments, and make
<br />or give reports, covenants and certifications of and on behalf of the City, as may be appropriate to
<br />assure the exclusion of interest from gross income and the intended tax status of the Notes, and (c)
<br />to give one or more appropriate certificates of the City, for inclusion in the transcript of proceedings
<br />for the Notes, setting forth the reasonable expectations of the City regarding the amourrt and use of
<br />a11 the proceeds of the Notes, the facts, circumstances and estimates on which they are based, and
<br />other facts and circumstances relevarrt to the tax treatmeirt of the irrterest on and the taac status of the
<br />Notes.
<br />Section 11. The Clerk of Council is directed to deliver to the Courny Auditor both (i) a
<br />certified copy of this ordinance and (ii) a copy of the signed Certificate of Award.
<br />Section 22. This Council determines that a11 acts and conditions necessary to be done or
<br />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 detivery 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 paymeYrt of
<br />the debt chazges on the Notes; and that no statutory or constitutionallimitation of indebtedness or
<br />taxation will have been exceeded in the issuance of the Notes.
<br />Section 13. This Council finds and determines that a11 formal actions of this Council and of
<br />any of its committees concerning and relating to the passage of this ordinance were taken, and that
<br />a11 deliberations of this Council and of any committees that resuhed in those formal actions were
<br />held, in meetings open to the public in compliance with the law.
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