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this ordinance. The Director of Law shall obtain the servmes of qualified Bond Counsel. and her
<br />selection of Calfee. Halter & Griswold LLP, Bond Attorneys, Cleveland, Ohio, as Bond Counsel
<br />tbr the Notes is hereby confirmed, approved and ratified. The Fiscal Officer shall cause the
<br />Notes to be prepared, and have the Notes signed and delivered, together with a true transcript of
<br />proceedings with reference to the issuance of the Notes. to the original purchaser thereof upon
<br />payment of the purchase price. The proceeds from the sale of said Notes, except the accrued
<br />interest thereon, shall be paid into the proper fund and used for the purpose for which the Notes
<br />are being issued under the provisions of this ordinance. The proceeds of the Notes also may be
<br />used to pay. and are hereby appropriated to pay, those certain costs of issuance set forth in
<br />Section 133.15(B), Ohio Revised Code; any such costs also may be paid out of any other
<br />lawthfly available moneys of the City, which monies are hereby appropriated to such purpose;
<br />any such costs may be paid from the same soumes from which the principal of and interest on the
<br />Notes are paid. which monies are hereby appropriated for such purpose. Any accrued interest
<br />slmll be paid into the Bond Retirement Fund to be applied to the pa.,anent of the principal and
<br />interest of the Notes in the manner provided by law.
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<br /> The City covenants that it will restrict the use of the proceeds of the Notes in such
<br />manner and to such e~ent, if any, as may be necessary so that the Notes will not constitute
<br />as'bin'age bonds under Section 148 of the Internal Revenue Code of 1986, as amended (the
<br />"Code'9. The Fiscal Officer, as the fiscal officer, or any other officer of the City having
<br />responsibility for the issuance of the Notes shall give an appropriate certificate of the City, for
<br />inclusion in the transcript of proceedings for the Notes, setting forth the reasonable expectations
<br />of the City regarding the amount and use of all the proceeds of the Notes, the facts,
<br />circumstances, and estimates on which they are based, and other facts and circumstances relevant
<br />to the tax treamaeut of interest on the Notes.
<br />
<br /> The City covenants that it (a) will take or cause to be taken such actions which
<br />may be required of it for the interest on the Notes to be and remain, excluded from gross income
<br />for federal income tax purposes, and (b) will not take or permit to be taken any actions which
<br />would adversely affect that exclusion, and that it, or persons acting for it, will, among other acts
<br />of compliance, (i) apply the proceeds of the Notes to the governmental purpose of the borrowing,
<br />(ii) restrict the yield on investment property acquired with those proceeds. (iii)make timely
<br />rebate payments to the federal government. (iv)maintain books and records and make
<br />calculations and repons, and (v) reiiain from certain uses of proceeds, all in such manner and to
<br />the extent necessary to assure such exclusion of that intercs~ under the Code. The Fiscal Officer
<br />and other appropriate officers are hereby authorized and directed to take any and all actions,
<br />make calculations and rebate payments, and make or give repons and c~ifications as may be
<br />appropriate to assure such exclusion of that interest.
<br />
<br /> Section 7. The Fiscal Officer is authorized and dimmed to execum a
<br />continuing disclosure certificate (the "Disclosure Certificate") setting forth the City's
<br />undegaking to provide notices of certain events dated the date of delivery of the Notes and
<br />delivered to the original purchaser of the Notes for the benefit of the holders of the Notes (the
<br />"Noteholders") and to assist the original purchaser in complying with S.E.C. Rule 15c2-12(b)(5).
<br />The City hereby covenants and agrees that it will comply with and carry out all of the provisions
<br />of the Disclosure Certificate. Failure of the City to comply with the Disclosure Certificate shall
<br />not be considered an evem of default; however, any Noteholder may take such actions as may be
<br />necessary and appropriate to cause the City to comply with its obligations under this Section.
<br />
<br /> Section 8. The Notes shall be the full general obligations of the City of
<br />Lakewood and the full faith and credit of said City are hereby pledged for the prompt payment of
<br />the same. The par value to be received from the sale of the bonds anticipated by the Notes and
<br />any excess funds resulting from the issuance of the Notes shall, to the e~t necessary., be used
<br />only for the retirement of the Notes at maturity, together with the interest thereon, and is hereby
<br />pledged for such purpose.
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<br /> Section 9. During the year or years while the Notes run. there shall be levied on
<br />all the taxable property in the City of Lakewood. in addition to all other taxes, a direct tax
<br />annually not less than that which would have been levied if bonds had been issued without the
<br />prior issue of the Notes. Said tax shall be and is hereby ordered computed, certified, levied and
<br />extended upon the tax duplicate and collected by the same officers, in the same manner and at
<br />the same time that taxes tbr general purposes of each of said years are certified, extended and
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