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with such proceeds, all in such manner and to the extent necessary to assure such exclusion of that
<br />interest under the Code.
<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 provided for or available under Section 148 of the
<br />Code, for the purpose of assuring, enhancing or protecting favorable tax treatment or status of the
<br />Bonds or interest thereon or assisting compliance with requirements for that purpose, reducing the
<br />burden or expense of such compliance, reducing the rebate amount or payments or penalties, or
<br />making payments of special amounts in lieu of making computations to determine, or paying, excess
<br />earnings as rebate, or obviating those amounts or payments, as determined by that officer, which
<br />action shall be in writing and signed by the officer, (b) to take any and all other actions, make or
<br />obtain calculations, make payments, and make or give reports, covenants and certifications of and on
<br />behalf of the City, as may be appropriate to assure the exclusion of interest from gross income and the
<br />intended tax status of the Bonds, and (c) to give one or more appropriate certificates of the City, for
<br />inclusion in the transcript of proceedings for the Bonds, setting forth the reasonable expectations of
<br />the City regarding the amount and use of all the proceeds of the Bonds, the facts, circumstances and
<br />estimates on which they are based, and other facts and circumstances relevant to the tax treatment of
<br />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 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 by law; 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 />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, to
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