02-99 Police Communictation Equip Bonds

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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 arbitrage bonds under Section 148 of the Internal Revenue Code of I986. 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 Not~s, setting forth the reasonable expectations of the City regarding the mount and ase of all the proceeds of the Notes, the facts, cimumstances, and estimates on which they are based, and other facts and cimumstances 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 tbe Notes to be and remain excluded from gross income for federal income tax purpos~ 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 acquired with those proceeds, (iii)make timely rebate payments to the federal government, (iv)maintain books and records and make calculations and repons, 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 l~reby authorized and directed to rake any and all actions, make calculations and rebate payment, and make or give repons 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 certificat~ (the "Disclosure Certificate") setting forth the City's · undertaking to provide annual reports and notic~ of certain events dated the date of delivery of the Notes and delivered to the original lmrehaser of the Notes for the benefit of the holders of the Notes (the "Noteholders") and to assist tl~ original purchaser in complying with S.E.C. Rule 15c2-12Co)(5). The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Disclosure Certifimm. Failure of the City to comply with the Disclosure Certificate shall not be consider~l an event of default; however, any Noteholder may take such actions as may be necessoxy 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 ~aid City am hea'~by pledged for the prompt payment of the same. The par value to be received fxom the sate of the bonds anticipated by the Notes and any excess funds ~esulting from the issuance of the Notes shall, to the extent necessary, be used only for the retirement of the Notes at maturity, together with the interes~ thereon, and is hereby pledged for such purpose. Section i. During the year or years while the Notes run. there shall be levied on all the taxable property in the City of Lakewood, in addition to all other taxes, a direct tax annually not less than that which would have been levied if bonds had been issued without the prior issue of the Notes. Said tax shall be and is hereby ordered computed, certified, levied and extended upon the tax duplicate and collected by the same officers, in the same manner and at the same time tha taxes for general purposes of each of said years am certified, extended and collected. Said tax shall be placed before and in preference to all items and for the full amount thereof. The funds derived from said tax levies hereby required shall be placed in a separate and distinct fund which, together with the interest collected on the same shall be irrevocably pledged tbr the payment of the principal of and interest on the Notes or the bonds in anticipation of which they ar~ issued, when and as the same falls due; provided, however, that in each year to the extent that revenues are available from other sources for the payment of the Notes and bonds and are appropriated for such purpose, the amount of such direct tax upon all of the taxable properly in the City shall be reduced by the amount of such r~venues so available and appropriated. Section 10. It is hereby determined and recited that all acts. conditions and things necessary to be done precedent to and in the issuing of the Notes in order to make them legal, valid and binding obligations of the City of Lakewood, will have been done and performed in r~guiar and due form as required by laur. and that no limitation of indebtedness or taxation, either statutoD' or constitutional, will have been exceeded in the issuance of said Notes. I H :xFENIX~, I ~.232~K I.FO308.r~N2:I I 3