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<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 or 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 favorable tax treatment or status of the Bonds or interest
<br />thereon or assisting compliance with requirements for that purpose, reducing the burden or expense
<br />of such compliance, reducing the rebate amount or payments or penalties, or making payments of
<br />special amounts in lieu of making computations to determine, or paying, excess earnings as rebate, or
<br />obviating those amounts or payments, as determined by that officer, which action shall be in writing
<br />and signed by the officer, (b) to take any and all other actions, make or obtain calculations, make
<br />payments, and make or give reports, covenants and certifications of and on behalf of the City, as may
<br />be appropriate to assure the exclusion of interest from gross income and the intended tax status of the
<br />Bonds, and (c) to give one or more appropriate certificates of the City, for inclusion in the transcript
<br />of proceedings for the Bonds, setting forth the reasonable expectations of the City regarding the
<br />amount and use of all the proceeds of the Bonds, the facts, circumstances and estimates on which they
<br />are based, and other facts and circumstances relevant to the tax treatment of the interest on or status of
<br />the Bonds.
<br />Section 9. Certification and Delivery of Ordinance and Certificate of Award. The
<br />Clerk of Council is directed to deliver to the Cuyahoga County Auditor a certified copy of this
<br />ordinance and a signed copy of the Certificate of Award as soon as each is available.
<br />Section 10. Satisfaction of Conditions for Bond Issuance. This Council determines
<br />that all acts and conditions necessary to be performed by the City or to have been met precedent to
<br />and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of
<br />the City of North Olmsted have been performed and have been met, or will at the time of delivery of
<br />the Bonds have been performed and have been met, in regular and due form as required bylaw; that
<br />the full faith and credit and general property taxing power (as described in Section 7) of the City are
<br />pledged for the timely payment of the debt charges on the Bonds; and that no statutory or
<br />constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the
<br />Bonds.
<br />Section 11. Retention of Legal Services. The legal services of the law firm of Squire,
<br />Sanders & Dempsey L.L.P. be and are hereby retained. Those legal services shall be in the nature of
<br />legal advice and recommendations as to the documents and the proceedings in connection with the
<br />authorization, sale and issuance of the Bonds and rendering at delivery a related legal opinion, all as
<br />set forth in the form of engagement letter dated as of February 7, 2006, now on file in the office of the
<br />Clerk of Council. In providing those legal services, as an independent contractor and in an
<br />attorney-client relationship, that firm shall not exercise any administrative discretion on behalf of this
<br />City in the 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 public
<br />trusts. For those legal services that firm shall be paid just and reasonable compensation and shall be
<br />reimbursed for actual out-of-pocket expenses incurred in providing those legal services. The Mayor
<br />is authorized and directed to sign and deliver the engagement letter, and, to the extent they are not
<br />paid by the Original Purchaser in accordance with the Purchase Agreement, the Director of Finance is
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