06-98 Motorized Equip Bond $805,000

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, Section 5. The Notes shall be sold at not less than the par val]1e thereof at private sale to A.G. Edwards & Sons. Inc., St, Louis. Missouri (the "Original Purchaser") at an interest rate not exceeding that specified in Section 3 of this ordinance. The Director of Law shall obtain the services of qualified Bond Counsel, and her selection of Calfee, Halter & Griswold LLP, Bond Attorneys, Cleveland, Ohio, as Bond Counsel for the Notes is hereby confirmed, approved and ratified.. The Fiscal Officer shall ca]1se the Notes to be prepared, and have the Notes signed and delivered. together with a true transcript of proceedings with reference to the issuance of the Notes, to the original purchaser thereof upon payment of the purchase price, The proceeds from the sale of said Notes, except the accrued interest thereon, shall be paid into the proper fund and used for the purpose for which the Notes are being issued under the provisions of this ordinance The proceeds of the Notes also may be nsed to pay, and we hereby appropriated to pay, those certain costs of issuance set forth in Section 131J5(B), Ohio Revised Code; any such costs also may be paid out of any other lawfully available moneys of the City, which moni;s we hereby appropriated to such purpose; any such costs which are future financing costs may be paid from the same sources from which the principal of and interest on the Notes are paid, which monies are hereby appropriated for such purpose. Any accrued interest shall be paid into the Bond Retirement Fnnd to be applied to the payment of the principal and interest of the Notes in the manner provided by law. The City covenants that it will restrict the use of the proceeds of the Notes in such manner and to such extent, if any. as may be necessary so that the Notes will not constitute wbitrage bonds under Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"). The Fiscal Officer, as the fiscal officer, or any other officer of the City having responsibility for the issuance of the Notes shall give an appropriate certificate of the City, for inclusion in the transcript of proceedings for the Notes, setting forth the reasonable expectations of the City regarding the amount and use of all the proceeds of the Notes, the facts; circumstances. and estimates on which they are based, and other facts and circumstances relevant to the tax treatment of interest on the Notes The City covenants that it (a) will take or cause to be taken such actions which may be required of it for the interest on the Notes to be and remain excluded from gross income for federal income tax purposes, and (b) will not take or permit to be taken any actions which would adversely affect that exclusion. and that it. or persons acting for it, will. among other ,acts of compliance, (i) apply the proceeds of the Notes to the governmental purpose of the borrowing, (ii) restrict the yield on investment property acqnired with those proceeds, (iii) make timely rebate payments to the federaIgovènunent. (iv) maintain books and records and make calculations and reports, and (v) refrain from certain uses of proceeds, all in such manner and to the extent necessary to assure such exclusion of that interest under the Code, The Fiscal Officer and other appropriate officers are hereby authorized and directed to take any and all actions. make calculations and, rebate payments, and make or give reports and certifications as may be appropriate to assure such exclusion of that interest. Section 7, The Fiscal Officer is authorized and directed to execute a continuing disclosure certificate (the "Disclosure Certificate") setting forth the City's undertaking to provide notices of certain events dated the date of delivery of the Notes and delivered to the original purchaser of the Notes for the benefit of the holders of the Notes (the "Noteholders") and to assist the original p]1rchaser in complying with S.E.e. RuIe 15c2-12(b)(5). The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Disclosure Certificate. Failure of the City to comply with the Disclosure Certificate shall not be considered an event of default; however. any Noteholder may take such actions as may be necessary and appropriate to cause the City to comply with its obligations under this Section. Section 8. The Notes shall be the full general obligations of the City of Lakewood and the full faith and credit of said City we hereby pledged for the prompt payment of the same" The par value to be received from the sale of the bonds anticipated by the Notes and any excess funds resulting from the issuance of the Notes shall, to the extent necessary, be used oIÙY for the retirement of the Notes at maturity, together with the interest thereon. and is hereby pledged for snch pnrpose. H:\FENIX\14282\14282NAC.8IB 3