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<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 />Each covenant made in this Section with respect to the Bonds is also made with
<br />respect to all issues any portion of the debt service on which is paid from proceeds of the Bonds (and,
<br />if 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 Bonds from gross income for federal
<br />income tax purposes, and the officers identified above are authorized to take actions with respect to
<br />those issues as they are authorized in this Section to take with respect to the Bonds.
<br />Section 12. Certification and Delivery of Ordinance and Certificate of Award. The
<br />Clerk of Council is directed to deliver to the Cuyahoga County Auditor (i) a certified copy of this
<br />ordinance and a signed copy of the Certificate of Award as soon as each is available and (ii) promptly
<br />after the Closing Date, a certificate to the effect that, in accordance with Section 133.34 of the
<br />Revised Code, the Refunded Bonds are no longer considered to be outstanding.
<br />Section 13. 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 obligation:; 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 by law; that
<br />the full faith and credit and general property taxing power (as described in Section 10) 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 14. Retention of Leal 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
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