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affect that exclusion, and (c) it, or persons acting for it, will, among other acts of compliance, (i)
<br />apply the proceeds of the Notes to the governmental purposes of the borrowing, (ii) restrict the yield
<br />on investment property, (iii) make timely and adequate payments to the federal government, (iv)
<br />maintain books and records and make calculations and reports, and (v) refrain from certain uses of
<br />those proceeds and, as applicable, of property financed with such proceeds, all in such manner and
<br />to the extent necessary to assure such exclusion of that 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 Notes is hereby authorized (a) to make or effect any election,
<br />selection, designation (including specifically a designation of the Notes as "qualified tax-exempt
<br />obligations" if such designation or treatment is applicable and desirable, and to make any related
<br />necessary representations and covenants), choice, consent, approval, or waiver on behalf of the City
<br />with respect to the Notes as the City is permitted or required to make or give under the federal
<br />income tax laws, including, without limitation thereto, any of the elections provided for in Section
<br />148(f)(4)(C) of the Code or available under Section 148 of the Code, for the purpose of assuring,
<br />enhancing or protecting favorable tax treatment or status of the Notes or interest thereon or assisting
<br />compliance with requirements for that purpose, reducing the burden or expense of such compliance,
<br />reducing the rebate amount or payments of penalties, or making payments of special amounts in lieu
<br />of making computations to determine, or paying, excess earnings as rebate, or obviating those
<br />amounts or payments, as determined by that officer, which action shall be in writing and signed by
<br />the officer, (b) to take any and all other actions, make or obtain calculations, make payments, and
<br />make or give reports, covenants and certifications of and on behalf of the City, as may be
<br />appropriate to assure the exclusion of interest from gross income and the intended tax status of the
<br />Notes, and (c) to give one or more appropriate certificates of the City, for inclusion in the transcript
<br />of proceedings for the Notes, setting forth the reasonable expectations of the City regarding the
<br />amount and use of all the proceeds of the Notes, the facts, circumstances and estimates on which
<br />they are based, and other facts and circumstances relevant to the tax treatment of the interest on and
<br />the tax status of the Notes.
<br />Section 11. If in her judgment it is appropriate, the Director of Finance is authorized to
<br />request a rating on the Notes from Moody's Investors Service, Inc., S&P Global Ratings or Fitch
<br />IBCA, or two or all of those rating agencies, as she determines is in the best interest of the City.
<br />The expenditure of the amounts necessary to secure any such rating or ratings on the Notes
<br />and to pay the other financing costs (as defined in Section 133.01 of the Revised Code) in
<br />connection with the Notes, to the extent not paid by the original purchaser in accordance with a note
<br />purchase agreement, is authorized and approved, and the Director of Finance is authorized to
<br />provide for the payment of the cost of obtaining each such rating and all such other financing costs,
<br />except to the extent paid by the original purchaser in accordance with a note purchase agreement,
<br />from the proceeds of the Notes to the extent available and otherwise from any other funds lawfully
<br />available and that are appropriated or shall be appropriated for that purpose.
<br />Section 12. The legal services of the law firm of Squire Patton Boggs (US) LLP be and are
<br />hereby retained. Those legal services shall be in the nature of legal advice and recommendations as
<br />to the documents and the proceedings in connection with the authorization, sale and issuance of the
<br />Notes (and the consolidated issue of which they are expected to be a part) and rendering at delivery
<br />a related legal opinion, all as set forth in the form of engagement letter dated as of December 17,
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