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which action shall be in writing and signed by the officer, (b) to take any and all other actions, make <br />or obtain calculations, make payments, and make or give reports, covenants and certifications of and <br />on behalf of the City, as may be appropriate to assure the exclusion of interest from gross income <br />and the intended tax status of the Bonds, and (c) to give one or more appropriate certificates of the <br />City, for inclusion in the transcript of proceedings for the Bonds, setting forth the reasonable <br />expectations of the City regarding the amount and use of all the proceeds of the Bonds, the facts, <br />circumstances and estimates on which they are based, and other facts and circumstances relevant to <br />the tax treatment of the interest on the Bonds or the tax status of 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 Fiscal Officer a certified copy of <br />this 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 that <br />all acts and conditions necessary to be performed by the City or to have been met precedent to and <br />in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the <br />City of North Olmsted have been performed and have been met, or will at the time of delivery of the <br />Bonds have been performed and have been met, in regular and due form as required by law; that the <br />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 />Patton Boggs (US) LLP 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 a related legal opinion upon delivery of <br />the Bonds, all as set forth in the form of engagement letter dated as of October 18, 2016, now on file <br />in the office of the Clerk of Council. In providing those legal services, as an independent contractor <br />and in an attorney-client relationship, that firm shall not exercise any administrative discretion on <br />behalf of this City in the formulation of public policy, expenditure of public funds, enforcement of <br />laws, rules and regulations of the State, any county or municipal corporation or of this City, or the <br />execution of public trusts. For those legal services that firm shall be paid just and reasonable <br />compensation and shall be reimbursed for actual out-of-pocket expenses incurred in providing those <br />legal services. The Mayor is authorized and directed to sign and deliver the engagement letter, and, <br />to the extent they are not paid by the Original Purchaser in accordance with the Purchase <br />Agreement, the Director of Finance is authorized and directed to make appropriate certification as to <br />the availability of funds for those fees and any reimbursement and to issue an appropriate order for <br />their timely payment as written statements are submitted by that firm. <br />Section 12. Compliance with Open Meeting Requirements. This Council finds and <br />determines that all formal actions of this Council and of any of its committees concerning and <br />relating to the passage of this ordinance were taken, and that all deliberations of this Council and of <br />any of its committees that resulted in those formal actions were held, in meetings open to the public <br />in compliance with the law. <br />-16- <br />