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(a) the Construction Fund designated the "City of Lakewood, Ohio Water
<br />Improvement Series 2022 Construction Fund" (the "Construction Fund");
<br />(b) the Bond Fund, designated the "City of Lakewood, Ohio Water Improvement
<br />Series 2022 Bond Fund" (the "Bond Fund"); and,
<br />(c) the Issuance Expense Fund designated the "City of Lakewood, Ohio Water
<br />Improvement Series 2022 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 will
<br />not constitute "private activity bonds" within the meaning of Section 141 of the Internal Revenue Code of
<br />1986, as amended (the "Code"). The City further covenants that it will restrict the use of the proceeds of the
<br />Notes in such manner and to such extent, if any, as may be necessary, after taking into account reasonable
<br />expectations at the time the debt is incurred, so that they will not constitute arbitrage bonds under Section 148
<br />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 on
<br />behalf of the City with respect to the Notes as permitted or required to be made or given under the federal
<br />income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or the status of
<br />the Notes or interest thereon or assisting compliance with requirements for that purpose, reducing the burden
<br />or expense of such compliance, reducing any rebate amount or any payment of penalties, or making any
<br />payments of special amounts in lieu of making computations to determine, or paying, any excess earnings as
<br />rebate, or obviating those amounts or payments, as determined by the Director of Finance, which action shall
<br />be in writing and signed by the Director of Finance, or any other officer 'of the City, including the Mayor, on
<br />behalf of the City; (b) to take any and all actions, make or obtain calculations, and make or give reports,
<br />covenants and certifications of and on behalf of the City, as may be appropriate to assure the exclusion of
<br />interest from gross income and the intended tax status of the Notes; and (c) to give an appropriate certificate
<br />on behalf of the City, for inclusion in the transcript of proceedings, setting forth the facts, estimates and
<br />circumstances, and reasonable expectations of the City pertaining to Section 148 and the Regulations, and the
<br />representations, warranties and covenants of the City regarding compliance by the City with sections 141
<br />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 City
<br />to comply with any federal law or regulation now or hereafter having applicability to the Notes which limits
<br />the amount of Note proceeds which may be invested on an unrestricted yield or requires the City to rebate
<br />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 Department
<br />of the Treasury, to the extent that any federal law or regulation having applicability to the Notes requires any
<br />such reports or rebates.
<br />Section 13. Appointment of Bond Counsel. The Director of Finance, on behalf of this Council,
<br />is hereby authorized to appoint the law firm of Bricker & Eckler LLP to serve as bond counsel for the Notes.
<br />The fees to be paid to such firm shall be subject to review and approval of the Director of Finance, shall
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