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delivery by the City of the Notes. Those municipal advisory services shall be tendered to the <br />City by MAS Financial Advisory Services, LLC in compliance with the Dodd -Funds Ad, the <br />rules and regulations promulgated thereunder and in accordance with the form of agreement <br />between the City and MAS Financial Advisory Services, LLC which form of agreement is <br />currently on file with the Clerk of Council (the "Advisory Agreement"). The Mayor, the <br />Director of Finance and/or the Director of Law are each hereby authorized to execute and deliver <br />the agm exent between the City and MAS Financial Advisory Services, LLC, with such changes <br />to the form of agreement currently on file with the Clerk of Council that are not materially <br />adverse to the City with the execution by such City officials being conclusive evidence that my <br />such changes are not materially adverse m the City. MAS Financial Advisory Services, LLC <br />shall provide those municipal advisory services as an independent contractor in accordance with <br />the Dodd -Frank Act and the rates and regulations promulgated thereunder. The Director of <br />Finance shall provide for the payment of the services rendered and for reimbursement of <br />expenses inure] pursuant to the Advisory Agreement from the proceeds of the Notes to the <br />extent available and then fiam other moneys lawfully available and appropriated or to be <br />appropriated for that purpose. <br />Sectionl3. Cenificatimn and D hvery ofOrdinance and Certificate ofAwmd. The Clerk of <br />Council is directed to deliver to the County Fiscal Officer (i) a certified copy of this Ordinance and <br />(ii) a copy of the signed Certificate of Award, as soon as each is available. <br />Section 14. Satisfaction of Conditions for Note laamace. This Council determines that all <br />acts and washrooms necessary to be don or performed by the City or to have been met precedent to <br />and in the issuml; of the Notes 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 Notes have been performed and have been met, in regular and due form as retread by law; that <br />the fill faith and credit and general property laxng power (as described in Section 9) of the City are <br />Fledged for the timely payment of the debt charges on the Nunes; and that no wommry or <br />constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of dre <br />Notes. <br />Section 15. Compliance with Oven Meeting Reeuiremems. This Council fads and <br />deteraines that all formal ntons of this Council and of my of its committees concerning and <br />rebating to the passage of this Ordinance weretaken, and that all deliberations of this Council and of <br />any committees that resulted in those formal actions were held, in meetings open to the public in <br />compliance with the law. <br />Section 16. Cantions anal Headings. The captions and headings in this Ordinance are <br />solely for convenience of reference and in no way define, limit or describe the scope or intent of <br />my Saxons, subsections, paragraphs, subparagraphs or clauses hereof Reference to a Section <br />meets a section of this Ordinance unless otherwise indicated. <br />[7be Remainder of nis Page is Intentionally Lefr Blank] <br />