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<br />or payments, as determined by that officer, which action shall be in writing and signed by the
<br />officer, (b) to take any and all 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 amount and use of
<br />all the proceeds of the Notes, the facts, circumstances and estimates on which they are based, and
<br />other facts and circumstances relevant to the tax treatment of the interest on and the tax status of the
<br />Notes.
<br />The Notes are hereby designated as "quatified 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, or 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 issuing, and
<br />will not issue tax-exempt obligations (inciuding 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, ar benefit from or avail itself of, any such entity. The City
<br />further represents that the Notes aze not being issued as part of a direct or indirect 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 deiiver a certified copy of this
<br />ordinance and a copy of the Certificate of Award to the County Auditor.
<br />Section 12. 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 arid 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 fuli faith and credit and general
<br />property taxing power (as described in Section 9) of the City are pledged for the timely payznent of
<br />the debt chatges on the Notes; and that no statutory or constitutional limitation of indebtedness or
<br />taxation wiil have been exceeded in the issuance of the Notes.
<br />Section 13. This Conncil finds and deternunes 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 a11 deliberations of this Council and of any committees that resuited in those formal actions
<br />were held, in meetings open to the public in compliance with the Iaw.
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