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EXHIBIT C <br />$r <br />City of North Olmsted, Ohio <br />[Energy Conservation Notes, Series 20231 <br />CERTIFICATE <br />[Underwriter] ("LI"), as underwriter for the note issue identified above (the "Issue") <br />issued by the City of North Olmsted, Ohio (the "Issuer"), based on its knowledge regarding the <br />sale of the Issue, certifies as of this date as follows: <br />(1) Issue Price. <br />(a) As of the date of this certificate, the first price at which at least 10% of the <br />Issue was sold to the Public is % of par (the "Sale Price"). The aggregate of the <br />Sale Price of the Issue is $ (the "Issue Price"). <br />(b) Defined Terms. <br />"Public" means any person (including an individual, trust, estate, partnership, <br />association, company, or corporation) other than an Underwriter or a related party to an <br />Underwriter. The term "related party" for purposes of this certificate generally means <br />any two or more persons who have greater than 50 percent common ownership, directly <br />or indirectly. <br />"Underwriter" means (i) any person that agrees pursuant to a written contract <br />with the Issuer (or with the lead underwriter to form an underwriting syndicate) to <br />participate in the initial sale of the Issue to the Public, and (ii) any person that agrees <br />pursuant to a written contract directly or indirectly with a person described in clause (i) of <br />this paragraph to participate in the initial sale of the Issue to the Public (including a <br />member of a selling group or a party to a retail distribution agreement participating in the <br />initial sale of the Issue to the Public). <br />All capitalized terms not defined in this Certificate have the meaning set forth in <br />the Tax Compliance Certificate executed by the Issuer in connection with the issuance of <br />the Issue ("Tax Compliance Certificate") or in Attachment A to the Tax Compliance <br />Certificate. <br />(2) Yield. The Yield on the Issue is %, being the discount rate that, when <br />used in computing the present worth of all payments of principal and interest to be paid on the <br />Issue, computed on the basis of a 360 -day year and annual compounding, produces an amount <br />equal to the Issue Price of the Issue as stated in paragraph (1). <br />C-1 <br />