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of Lakewood, Ohio — Refunding Bonds, Series 2016 — Escrow Fund" (the "Escrow Fund ") or as otherwise
<br />designated by the Treasurer, which account may be in the custody of a bank or trust company as an
<br />escrow trustee, if desired. The proceeds from the sale of the Bonds, except the accrued interest and
<br />premium thereon (if any), shall be deposited in the Escrow Fund. Such moneys deposited in the Escrow
<br />Fund may be (i) held as cash or (ii) used to purchase direct obligations of or obligations guaranteed as to
<br />payment by the United States of America of such maturities and interest payment dates and bearing
<br />interest at such rates as will, as certified by such independent public accounting firm as shall be
<br />acceptable to the Director of Finance and the Original Purchaser without further investment or
<br />reinvestment of either the principal amount thereof or the interest earnings therefrom, be sufficient to pay
<br />the interest on, and the redemption price (including any redemption premium) of, the Refunded Bonds on
<br />the earliest optional redemption date for the Refunded Bonds. The Director of Finance is also authorized,
<br />if necessary or desirable to facilitate the refunding of the Refunded Bonds, to engage a consultant to
<br />verify the sufficiency of the cash or other obligations held in the Escrow Fund to refund the Refunded
<br />Bonds on such redemption date.
<br />Any accrued interest received from the sale of the Bonds shall be transferred to the bond retirement
<br />fund to be applied to the payment of the principal of and interest on the Bonds, or other obligations of the
<br />City, as permitted by law. Any premium received from the sale of the Bonds may be used to pay the
<br />financing costs of the Bonds within the meaning of Ohio Revised Code Section 133.01(K) or be deposited
<br />into the bond retirement find, including the Escrow Fund contained therein, in the manner provided by law.
<br />The Director of Finance is hereby authorized to execute on behalf of the City an Escrow Agreement
<br />(the `Escrow Agreement ") with a bank or trust company to be selected by the Director of Finance (the
<br />"Escrow Trustee'), setting forth the terms by which the Escrow Fund shall be held and disbursed, if the
<br />Director of Finance determines that an Escrow Agreement is necessary or beneficial to facilitate the
<br />refunding of the Reftmded Bonds. Such an Escrow Agreement shall be in such form, not inconsistent with
<br />this Resolution, as the Director of Finance shall determine.
<br />Section 12. Federal Tax Law Compliance. The City hereby covenants that it shall comply with
<br />the requirements of all existing and future laws which must be satisfied in order that interest on the Tax -
<br />Exempt Bonds is and will continue to be excluded from gross income for federal income tax purposes,
<br />including without limitation restrictions on the use of the property financed with the proceeds of the Tax -
<br />Exempt Bonds so that the Tax - Exempt Bonds will not constitute "private activity bonds" within the
<br />meaning of Section 141 of the Internal Revenue Code of 1986, as amended (the "Code "). The City further
<br />covenants that it shall restrict the use of the proceeds of the Tax- Exempt Bonds in such manner and to such
<br />extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Tax -
<br />Exempt Bonds are issued, so that they will not constitute arbitrage bonds under Section 148 of the Code and
<br />the regulations prescribed thereunder (the "Regulations ").
<br />The Director of Finance, or any other officer, including the Mayor, is hereby authorized and
<br />directed (a) to make or effect any election, selection, designation, choice, consent, approval or waiver on
<br />behalf of the City with respect to the Tax - Exempt Bonds as permitted or required to be made or given under
<br />the federal income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or
<br />the status of the Tax - Exempt Bonds or interest thereon or assisting compliance with requirements for that
<br />purpose, reducing the burden or expense of such compliance, reducing any rebate amount or any payment of
<br />penalties, or making any payments of special amounts in lieu of making computations to determine, or
<br />paying, any excess earnings as rebate, or obviating those amounts or payments, as determined by the
<br />Director of Finance, which action shall be in writing and signed by the Director of Finance, or any other
<br />officer, including the Mayor, on behalf of the City; (b) to take any and all actions, make or obtain
<br />calculations, and make or give reports, covenants and certifications of and on behalf of the City, as may be
<br />appropriate to assure the exclusion of interest from gross income and the intended tax status of the Tax-
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