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(a) the Construction Fund designated the "City of Lakewood, Ohio Roof
<br />Improvement Series 2019 Construction Fund" (the "Construction Fund ");
<br />(b) the Bond Fund, designated the "City of Lakewood, Ohio Roof Improvement
<br />Series 2019 Bond Fund" (the "Bond Fund "); and
<br />(c) the Issuance Expense Fund designated the "City of Lakewood, Ohio Roof
<br />Improvement Series 2019 Issuance Expense Fund" ( "Issuance Expense Fund ").
<br />Proceeds from the sale of the Notes shall be deposited into the Construction Fund, the Bond Fund
<br />and Issuance Expense Fund as described in the Certificate of Fiscal Officer.
<br />Section 12. Federal Tax Law Compliance. The City hereby covenants that it will comply with
<br />the requirements of all existing and future laws which must be satisfied in order that interest on the Notes is
<br />and will continue to be excluded from gross income for federal income tax purposes, including without
<br />limitation restrictions on the use of the property financed with the proceeds of the Notes so that the Notes
<br />will not constitute "private activity bonds" within the meaning of Section 141 of the Internal Revenue Code
<br />of 1986, as amended (the "Code "). The City further covenants that it will restrict the use of the proceeds of
<br />the Notes in such manner and to such extent, if any, as may be necessary, after taking into account
<br />reasonable expectations at the time the debt is incurred, so that they will not constitute arbitrage bonds under
<br />Section 148 of the Code and the regulations prescribed thereunder (the "Regulations ").
<br />The Director of Finance, or any other officer of the City, including the Mayor, is hereby authorized
<br />and directed (a) to make or effect any election, selection, designation, choice, consent, approval or waiver
<br />on behalf of the City with respect to the Notes as permitted or required to be made or given under the
<br />federal income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or the
<br />status of the Notes or interest thereon or assisting compliance with requirements for that purpose, reducing
<br />the burden or expense of such compliance, reducing any rebate amount or any payment of penalties, or
<br />making any payments of special amounts in lieu of making computations to determine, or paying, any
<br />excess earnings as rebate, or obviating those amounts or payments, as determined by the Director of
<br />Finance, which action shall be in writing and signed by the Director of Finance, or any other officer of the
<br />City, including the Mayor, on behalf of the City; (b) to take any and all actions, make or obtain calculations,
<br />and make or give reports, covenants and certifications of and on behalf of the City, as may be appropriate to
<br />assure the exclusion of interest from gross income and the intended tax status of the Notes; and (c) to give
<br />an appropriate certificate on behalf of the City, for inclusion in the transcript of proceedings, setting forth
<br />the facts, estimates and circumstances, and reasonable expectations of the City pertaining to Section 148 and
<br />the Regulations, and the representations, warranties and covenants of the City regarding compliance by the
<br />City with sections 141 through 150 of the Code and the Regulations.
<br />The Director of Finance shall keep and maintain adequate records pertaining to investment of all
<br />proceeds of the Notes sufficient to permit, to the maximum extent possible and presently foreseeable, the
<br />City to comply with any federal law or regulation now or hereafter having applicability to the Notes which
<br />limits the amount of Note proceeds which may be invested on an unrestricted yield or requires the City to
<br />rebate arbitrage profits to the United States Department of the Treasury. The Director of Finance is hereby
<br />authorized and directed to file such reports with, and rebate arbitrage profits to, the United States
<br />Department of the Treasury, to the extent that any federal law or regulation having applicability to the Notes
<br />requires any such reports or rebates.
<br />Section 13. Appointment of Bond Counsel. The Director of Finance, on behalf of this
<br />Council, is hereby authorized to appoint the law firm of Bricker & Eckler LLP to serve as bond counsel
<br />for the Notes. The fees to be paid to such firm shall be subject to review and approval of the Director of
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