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Docusign Envelope ID: E9802B03- 950D- 407D- 8A9D- 87D3C51D91AA RErUNDINO BONDS, SERIES 2026 ORDINANCE NO. 13- 2026 1st read & referred to COW 1/ 20/ 26; 2nd reading 2/ 2/ 26 Baker, Bixenstine, Bullock, By. Evans, Kepple, Steiner, Strebig AN ORDINANCE to take effect immediately provided it receives the affirmative vote of at least two thirds ofthe members of Council, or otherwise to take effect and be in force at the earliest period allowed by law, authorizing the issuance of not to exceed $ 15, 845, 000 of bonds for the purpose of currently refunding all or a portion of the City' s various purpose improvement and refunding bonds, series 2016A, dated April 5, 2016 to ( i) refund a portion of the City' s $ 21, 210, 000 various purpose general obligation bonds, series 2005 ( limited tax obligation), dated May 26, 2005, ( ii) refund a portion of the City' s $ 14, 320, 000 sewer system revenue bonds, series 2006, dated August 30, 2006, ( iii) refund a portion of the City' s $ 10, 285, 000 water system revenue bonds, series 2006, dated August 30, 2006; and ( iv) retire the city' s $ 17, 375, 000 various purpose improvement notes issued on April 9, 2015; and approving related matters in connection with the issuance of the bonds. WHEREAS, the City Council ( the Council") issued its $ 36, 570, 000 Various Purpose Improvement and Refunding Bonds, Series 2016A, dated April 5, 2016 ( the " Outstanding 2016A Bonds") for the purpose stated in the title of this Ordinance; and WHEREAS, in view of currently prevailing lower interest rates, the Council has determined that it is advisable and in the best interest of the City to issue refunding bonds of the City to currently refund certain maturities of the Outstanding Bonds ( the " Refunded Bonds"); and WHEREAS, the Director of Finance of the City ( the " Director of Finance") has certified to this Council that the maximum maturity and authorized principal amount of the bonds herein authorized cannot exceed the maximum maturity and principal amount of the Refunded Bonds; and WHEREAS, it is now deemed necessary to issue and sell not to exceed $ 15, 845, 000 of such bonds under authority of the general laws of the State of Ohio, including Chapter 133, Ohio Revised Code, and in particular Section 133. 34 thereof, for the purpose stated in the title of this Ordinance; WHEREAS, this Council by a vote of at least two thirds of its members determines that this Ordinance is an emergency measure, and that this Ordinance shall take effect at the earliest date possible as set forth in Section 2. 12 of the Third Amended Charter of the City of Lakewood ( the " Charter"), and that it is necessary for the immediate preservation of the public property, health and safety, and to provide for the usual daily operations of municipal departments and the further reason that this Ordinance is required to be immediately effective in order to issue and sell the Bonds to enable the City to take advantage of present interest rates and to refund the Refunded Bonds and maximize interest costs savings in a fluctuating bond market and to combine the Bonds with other bonds to be issued by the City into a consolidated bond issue and obtain savings in the issuance of the Bonds. NOW THEREFORE BE IT ORDAINED by the Council of Lakewood, Ohio, that: Section 1. Issuance of the Bonds. It is hereby declared necessary to issue bonds of the City in the principal sum of not to exceed $ 15, 845, 000, or such lesser amount as shall be determined by the Director of Finance and certified to this Council, which bonds shall be shall be designated " City of Lakewood, Ohio Refunding Bonds, Series 2026," or as otherwise determined by the Director of Finance ( the " Bonds"), for the purpose described in the title of this Ordinance. The Bonds may be issued in one or more series. Section 2. Combining Bonds for Purposes of Issuance and Sale. It is hereby determined, that for the purposes of issuance and sale, it may be in the best interest of the City to combine the Bonds with Docusign Envelope ID: E9802B03- 950D- 407D- 8A9D- 87D3C51D91AA other limited tax general obligation bonds of the City authorized by separate ordinance of this Council. The Bonds and such other bonds shall be jointly referred to herein as the " Combined Bonds." As used in this Ordinance, the term " Bonds" shall also mean the Combined Bonds, where appropriate. Section 3. Terms of the Bonds. The Bonds shall be issued as frilly registered bonds in book - entry form only, in denominations of $5, 000 or any integral multiple thereof; shall be numbered consecutively from R- 1 upward, as determined by the Director ofFinance; shall be dated the date determined by the Director of Finance and set forth in the Certificate of Fiscal Officer provided for hereinbelow; and shall bear interest, payable semiannually on such dates as shall be determined by the Director of Finance and set forth in the Certificate of Fiscal Officer, until the principal sum is paid or provision has been duly made therefor. Interest shall be calculated on the basis of a 360- day year of twelve 30- day months. Section 4. Certificate of Fiscal Officer Relating to Terms of Bonds. The Director of Finance is hereby authorized and directed to execute of behalf of the City a Certificate of Fiscal Officer Relating to Terms of Bonds ( the " Certificate of Fiscal Officer") setting forth the aggregate principal amount and the final terms of the Bonds, which aggregate principal amount and terms, subject to the limitations set forth in this Ordinance, shall be as determined by the Director of Finance. The Certificate of Fiscal Officer shall indicate the dated date for the Bonds, the dates on which interest on the Bonds is to be paid ( the " Interest Payment Date"), the purchase price for the Bonds ( which shall be not less than 97% of the aggregate principal amount thereof), the maturity schedule for the Bonds, the interest rates for the Bonds ( provided that the true interest cost for all Bonds in the aggregate shall not exceed 6. 00% per annum, the optional and mandatory redemption provisions, if any, and such other terms not inconsistent with this Ordinance as the Director of Finance shall deem appropriate. Section 5. Redemption Provisions of the Bonds. The Bonds shall be subject to optional and mandatory redemption prior to stated maturity, as provided in the Certificate of Fiscal Officer. If optional redemption of the Bonds at a redemption price exceeding 100% is to take place on any date on which a mandatory redemption of the Bonds of the same maturity will take place, the Bonds to be redeemed by optional redemption shall be selected by the Bond Registrar ( as defined hereinbelow) prior to the selection of the Bonds to be redeemed at par on the same date. When partial redemption is authorized, the Bond Registrar shall select Bonds or portions thereof by lot within a maturity in such manner as the Bond Registrar may determine, provided, however, that the portion of any Bond so selected shall be in the amount of $5, 000 or any integral multiple thereof unless otherwise determined by the Director of Finance. The notice of the call for redemption of Bonds shall identify ( i) by designation, letters, numbers or other distinguishing marks, the Bonds or portions thereof to be redeemed, ( ii) the redemption price to be paid, iii) the date fixed for redemption, and ( iv) the place or places where the amounts due upon redemption are payable. From and after the specified redemption date interest on the Bonds ( or portions thereof) called for redemption shall cease to accrue. Such notice shall be sent by first class mail at least 30 days prior to the redemption date to each registered holder of Bonds to be redeemed at the address shown in the Bond Register as defined hereinbelow) on the 15th day preceding the date of mailing. Failure to receive such notice of any defect therein shall not affect the validity of the proceedings for the redemption of any Bond. Section 6. Form and Execution of the Bonds. The Bonds shall express upon their faces the purpose for which they are issued and that they are issued pursuant to this Ordinance; and shall be executed by the Director of Finance and the Mayor of the City ( the " Mayor"), in their official capacities, provided that either or both of their signatures may be a facsimile. No Bond shall be valid or become obligatory for any purpose or shall be entitled to any security or benefit under this Ordinance unless and until a certificate of authentication, as printed on the Bond, is signed by the Bond Registrar as authenticating agent. Authentication 2 25470179v2 Docusign Envelope ID: E9802B03- 950D- 407D- 8A9D- 87D3C51D91AA by the Bond Registrar shall be conclusive evidence that the Bond so authenticated has been duly issued and delivered under this Ordinance and is entitled to the security and benefit of this Ordinance. The certificate of authentication may be signed by any officer or officers of the Bond Registrar or by such other person acting as an agent of the Bond Registrar as shall be approved by the Director of Finance on behalf of the City. It shall not be necessary that the same authorized person sign the certificate of authentication on all ofthe Bonds. Section 7. Payment of the Bonds. The principal of and interest on the Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Bond Registrar as paying agent. The principal of the Bonds shall be payable upon presentation and surrender of the Bonds at the designated office of the Bond Registrar. Each Bond shall bear interest from the later of the date thereof, or the most recent Interest Payment Date to which interest has been paid or duly provided for, unless the date of authentication of any Bond is less than 15 days prior to an Interest Payment Date, in which case interest shall accrue from such Interest Payment Date. Interest on any Bond shall be paid on each Interest Payment Date by wire or check or draft mailed to the person in whose name the Bond is registered, at the close of business on the 15th day next preceding that Interest Payment Date ( the " Record Date") ( unless such date falls on a non -business day, in which case the Record Date shall be the preceding business day), on the Bond Register at the address appearing therein. Any interest on any Bond which is payable, but is not punctually paid or provided for, on any Interest Payment Date ( herein called " Defaulted Interest") shall forthwith cease to be payable to the registered owner on the relevant Record Date by virtue of having been such owner and such Defaulted Interest shall be paid to the registered owner in whose name the Bond is registered at the close of business on a date ( the " Special Record Date") to be fixed by the Bond Registrar, such Special Record Date to be not more than 15 nor less than 10 days prior to the date of proposed payment. The Bond Registrar shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each bondholder, at such bondholder' s address as it appears in the Bond Register, not less than 10 days prior to such Special Record Date, and may, in its discretion, cause a similar notice to be published once in a newspaper in each place where Bonds are payable, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Subject to the foregoing provisions of this Section, each Bond delivered by the Bond Registrar upon transfer of or in exchange for or in lieu of any other Bond shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. Section 8. Appointment of Bond Registrar. The Director of Finance is hereby authorized and directed to serve as authenticating agent, bond registrar, transfer agent, and paying agent for the Bonds ( the Bond Registrar") or to execute on behalf of the Council a Bond Registrar Agreement with such bank or other appropriate financial institution as shall be acceptable to the Director of Finance and the Original Purchaser, pursuant to which such bank or financial institution shall agree to serve as the Bond Registrar for the Bonds. If at any time the Bond Registrar shall be unable or unwilling to serve as such, or the Director of Finance in such officer' s discretion shall determine that it would be in the best interest of the City for such functions to be performed by another party, or the Director of Finance determine it necessary and appropriate to appoint a co -Bond Registrar in addition to the Bond Registrar, the Director of Finance may, and is authorized to enter into an agreement with a national banking association or other appropriate institution experienced in providing such services, to perform the services required of the Bond Registrar hereunder. Each such successor Bond Registrar shall promptly advise all bondholders of the change in identity and new address of the Bond Registrar. So long as any of the Bonds remain outstanding, the City shall cause to be maintained and kept by the Bond Registrar, at the office of the Bond Registrar, all books and records necessary for the registration, exchange and transfer of Bonds as provided in this Section ( the " Bond Register"). Subject to the provisions of hereinabove, the person in whose name any Bond shall be registered on the Bond Register shall be regarded as the absolute owner thereof for all purposes. Payment of or on account of the principal of and interest on 25470179v2 Docusign Envelope ID: E9802B03- 950D- 407D- 8A9D- 87D3C51D91AA any Bond shall be made only to or upon the order of that person. Neither the City nor the Bond Registrar shall be affected by any notice to the contrary, but the registration may be changed as herein provided. All payments shall be valid and effectual to satisfy and discharge the liability upon the Bonds, including the interest thereon, to the extent of the amount or amounts so paid. Any Bond, upon presentation and surrender at the office of the Bond Registrar, together with a request for exchange signed by the registered owner or by a person authorized by the owner to do so by a power of attorney in a form satisfactory to the Bond Registrar, may be exchanged for Bonds of the same form and of any authorized denomination or denominations equal in the aggregate to the unmatured principal amount of the Bonds surrendered, and bearing interest at the same rate and maturing on the same date. A Bond may be transferred only on the Bond Register upon presentation and surrender thereof at the office of the Bond Registrar, together with an assignment executed by the registered owner or by a person authorized by the owner to do so by a power of attorney in a form satisfactory to the Bond Registrar. Upon that transfer, the Bond Registrar shall complete, authenticate and deliver a new Bond or Bonds of any authorized denomination or denominations equal in the aggregate to the ummatured principal amount of the Bonds surrendered, and bearing interest at the same rate and maturing on the same date. The City and the Bond Registrar shall not be required to transfer or exchange ( i) any Bond during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Bonds, and ending at the close of business on the day of such mailing, or ( ii) any Bonds selected for redemption, in whole or in part, following the date of such mailing. In all cases in which Bonds are exchanged or transferred hereunder, the City shall cause to be executed and the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Ordinance. The exchange or transfer shall be without charge to the owner; except that the City and Bond Registrar may make a charge sufficient to reimburse them for any tax or other governmental charge required to be paid with respect to the exchange or transfer. The City or the Bond Registrar may require that those charges, if any, be paid before it begins the procedure for the exchange or transfer of the Bonds. All Bonds issued upon any transfer or exchange shall be the valid obligations of the City, evidencing the same debt, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon that transfer or exchange. Section 9. Book -entry System. For purposes of this Ordinance, the following terms shall have the following meanings: Book -entry form" or " book -entry system" means a form or system under which ( i) the beneficial right to payment of principal of and interest on the Bonds may be transferred only through a book -entry and ii) physical Bonds in fully registered form are issued only to the Depository or its nominee as registered owner, with the Bonds " immobilized" to the custody of the Depository, and the book -entry is the record that identifies the owners of beneficial interests in those Bonds. Depository" means any securities depository that is a clearing agency under federal law operating and maintaining, together with its participants, a book -entry system to record beneficial ownership of Bonds and to effect transfers of Bonds, in book -entry form, and includes The Depository Trust Company ( a limited purpose trust company), New York, New York. All or any portion of the Bonds may be initially issued to a Depository for use in a book -entry system, and the provisions of this Section shall apply, notwithstanding any other provision ofthis Ordinance; ( i) there shall be a single Bond of each maturity, ( ii) those Bonds shall be registered in the name of the Depository or its nominee, as registered owner, and immobilized in the custody of the Depository; ( iii) the beneficial owners in book -entry form shall have no right to receive Bonds in the form of physical securities or certificates; ( iv) 25470179v2 Docusign Envelope ID: E9802B03- 950D- 407D- 8A9D- 87D3C51D91AA ownership ofbeneficial interests in any Bonds in book -entry form shall be shown by book -entry on the system maintained and operated by the Depository, and transfers of the ownership of beneficial interests shall be made only by the Depository and by book -entry; and ( v) the Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the City. Bond service charges on Bonds in book -entry form registered in the name of a Depository or its nominee shall be payable in same day funds delivered to the Depository or its authorized representative i) in the case of interest, on each Interest Payment Date, and ( ii) in all other cases, upon presentation and surrender of Bonds as provided in this Ordinance. The Bond Registrar may, with the approval of the City, enter into an agreement with the beneficial owner or registered owner of any Bond in the custody of a Depository providing for making all payments to that owner of principal and interest on that Bond or any portion thereof (other than any payment of the entire unpaid principal amount thereof) at a place and in a manner ( including wire transfer of federal funds) other than as provided above in this Ordinance, without prior presentation or surrender of the Bond, upon any conditions which shall be satisfactory to the Bond Registrar and to the City. That payment in any event shall be made to the person who is the registered owner of that Bond on the date that principal is due, or, with respect to the payment of interest, as of the applicable date agreed upon as the case may be. The Bond Registrar shall furnish a copy of each of those agreements, certified to be correct by the Bond Registrar, to other paying agents for Bonds and to the City. Any payment of principal or interest pursuant to such an agreement shall constitute payment thereof pursuant to, and for all purposes of, this Ordinance. The Director of Finance and the Mayor of the City are authorized and directed to execute, acknowledge and deliver, in the name of and on behalf of the City, the letter agreement among the City, the Bond Registrar and The Depository Trust Company, as depository, to be delivered in connection with the issuance of the Bonds to the Depository for use in a book -entry system. The City may decide to discontinue use of the book -entry system through the Depository. In that event, Bond certificates shall be printed and delivered to the Depository. If any Depository determines not to continue to act as a depository for the Bonds for use in a book - entry system, the City and the Bond Registrar may attempt to establish a securities depository/book-entry relationship with another qualified Depository under this Ordinance. If the City and the Bond Registrar do not or are unable to do so, the City and the Bond Registrar, after the Bond Registrar has made provision for notification of the beneficial owners by the then Depository, shall permit withdrawal of the Bonds from the Depository and authenticate and deliver bond certificates in fully registered form to the assigns of the Depository or its nominee, all at the cost and expense ( including costs of printing and delivering definitive Bonds), if the event is not the result of action or inaction by the City or the Bond Registrar, of those persons requesting such issuance. Section 10. Debt Service Levy. There shall be and is hereby levied annually on all the taxable property in the City, in addition to all other taxes and inside the ten mill limitation, a direct tax ( the " Debt Service Levy") for each year during which any of the Bonds are outstanding, for the purpose of providing, and in an amount which is sufficient to provide, funds to pay interest upon the Bonds as and when the same falls due and to provide a fund for the repayment ofthe principal of the Bonds at maturity or upon redemption. The Debt Service Levy shall not be less than the interest and sinking fund tax required by Article XII, Section 11 of the Ohio Constitution; provided, however, that in each year to the extent that funds are available from other sources and are lawfully appropriated for the payment of the Bonds, the amount of the Debt Service Levy shall be reduced by the amount of such funds so available and appropriated. The Debt Service Levy 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 that taxes 5 25470179v2 Docusign Envelope ID: E9802B03- 950D-407D-8A9D-87D3C51D91AA for general purposes for each of such years are certified, extended and collected. The Debt Service Levy shall be placed before and in preference to all other items and for the full amount thereof. The funds derived from the Debt Service Levy shall be placed in a separate and distinct fund, which shall be irrevocably pledged for the payment of the interest and principal of the Bonds when and as the same falls due. Section 11. Income Tax Pledp-e. The City hereby covenants, pursuant to Section 133. 05( B)( 7), Ohio Revised Code, to appropriate annually from lawfully available municipal income taxes, and to continue to levy and collect municipal income taxes adequate to produce, amounts necessary to meet the debt charges on the Bonds in each year until full payment is made. Section 12. Sale of the Bonds. The Bonds shall be sold at private sale to KeyBanc Capital Markets Inc., Cleveland, Ohio or such other purchaser designated in the Certificate of Fiscal Officer ( the Original Purchaser"), at the purchase price set forth in the Certificate of Fiscal Officer, plus interest accrued to the date of delivery of the Bonds to the Original Purchaser. The Director of Finance and the Mayor of the City, or either of them individually, are authorized and directed to execute on behalf of the City a Bond Purchase Agreement with the Original Purchaser, setting forth the conditions under which the Bonds are to be sold and delivered, which Bond Purchase Agreement shall be in such form, not inconsistent with this Ordinance, as the Director of Finance shall determine. Section 13. Establishment of Escrow Fund; Escrow Trustee. There is hereby created and established, as an account within the Bond Retirement Fund of the City, a trust find to be designated " City of Lakewood, Ohio — Refunding Bonds, Series 2026 — Escrow Fund" ( the " Escrow Fund") or as otherwise designated by the Treasurer, which account may be in the custody of a bank or trust company as an escrow trustee, if desired. The proceeds from the sale of the Bonds, except the accrued interest and premium thereon ( if any), shall be deposited in the Escrow Fund. Such moneys deposited in the Escrow Fund may be ( i) held as cash or ( ii) used to purchase direct obligations of or obligations guaranteed as to payment by the United States of America of such maturities and interest payment dates and bearing interest at such rates as will, as certified by such independent public accounting firm as shall be acceptable to the Director of Finance and the Original Purchaser without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom, be sufficient to pay the interest on, and the redemption price (including any redemption premium) of, the Refunded Bonds on the earliest optional redemption date for the Refunded Bonds. The Director of Finance is also authorized, if necessary or desirable to facilitate the refunding of the Refunded Bonds, to engage a consultant to verify the sufficiency of the cash or other obligations held in the Escrow Fund to refund the Refunded Bonds on such redemption date. Any accrued interest received from the sale of the Bonds shall be transferred to the bond retirement find to be applied to the payment of the principal of and interest on the Bonds, or other obligations of the City, as permitted by law. Any premium received from the sale of the Bonds may be used to pay the financing costs of the Bonds within the meaning of Ohio Revised Code Section 133. 01( K) or be deposited into the bond retirement fund, including the Escrow Fund contained therein, in the manner provided by law. The Director of Finance is hereby authorized to execute on behalf of the City an Escrow Agreement the " Escrow Agreement") with a bank or trust company to be selected by the Director of Finance ( the Escrow Trustee"), setting forth the terms by which the Escrow Fund shall be held and disbursed, if the Director of Finance determines that an Escrow Agreement is necessary or beneficial to facilitate the refunding of the Refunded Bonds. Such an Escrow Agreement shall be in such form, not inconsistent with this Resolution, as the Director of Finance shall determine. Section 14. Federal Tax Law Compliance. The Director of Finance may determine to issue all or any series or portion of the Bonds as obligations that the interest thereon is excluded from the bondholders' 6 25470179v2 Docusign Envelope ID: E9802B03- 950D- 407D- 8A9D- 87D3C51D91AA gross income for federal income tax purposes ( such Bonds referred to as " Tax -Exempt Bonds"), and the following provisions of this Section shall apply to such Bonds ( or series or portions thereof): The City hereby covenants that it shall comply with the requirements of all existing and future laws which must be satisfied in order that interest on the Tax -Exempt Bonds is and will continue to be excluded from gross income for federal income tax purposes, including without limitation restrictions on the use of the property financed with the proceeds of the Tax -Exempt Bonds so that the Tax -Exempt Bonds will not constitute " private activity bonds" within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended ( the " Code"). The City further covenants that it shall restrict the use of the proceeds of the Tax - Exempt Bonds in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Tax -Exempt Bonds are issued, so that they will not constitute arbitrage bonds under Section 148 of the Code and the regulations prescribed thereunder ( the " Regulations"). The Director of Finance, or any other officer, including the Mayor, is hereby authorized and directed a) to make or effect any election, selection, designation, choice, consent, approval or waiver on behalf of the City with respect to the Tax -Exempt Bonds as permitted or required to be made or given under the federal income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or the status of the Tax -Exempt Bonds or interest thereon or assisting compliance with requirements for that purpose, reducing the burden or expense of such compliance, reducing any rebate amount or any payment of penalties, or making any payments of special amounts in lieu of making computations to determine, or paying, any excess earnings as rebate, or obviating those amounts or payments, as determined by the Director of Finance, which action shall be in writing and signed by the Director of Finance, or any other officer, including the Mayor, on behalf of the City; ( b) to take any and all actions, make or obtain calculations, and make or give reports, covenants and certifications of and on behalf of the City, as may be appropriate to assure the exclusion of interest from gross income and the intended tax status of the Tax -Exempt Bonds; and ( c) to give an appropriate certificate on behalf of the City, for inclusion in the transcript of proceedings, setting forth the facts, estimates and circumstances, and reasonable expectations of the City pertaining to Section 148 and the Regulations, and the representations, warranties and covenants of the City regarding compliance by the City with Sections 141 through 150 of the Code and the Regulations. The Director of Finance shall keep and maintain adequate records pertaining to investment of all proceeds of the Tax -Exempt Bonds sufficient to permit, to the maximum extent possible and presently foreseeable, the City to comply with any federal law or regulation now or hereafter having applicability to the Tax -Exempt Bonds which limits the amount of bond proceeds which may be invested on an unrestricted yield or requires the City to rebate arbitrage profits to the United States Department of the Treasury. The Director of Finance is hereby authorized and directed to file such reports with, and rebate arbitrage profits to, the United States Department of the Treasury, to the extent that any federal law or regulation having applicability to the Tax -Exempt Bonds requires any such reports or rebates. Section 15. Municipal Bond Insurance. The Director of Finance, or any other officer, including the Mayor, is authorized to make appropriate arrangements, if such officer deems it in the best interest of the City, for the issuance of a municipal bond insurance policy with respect to all or any portion of the Bonds, including executing and delivering a commitment therefor and certificates and other documents in connection therewith. All additional provisions required to be authorized by this Council for the issuance of a municipal bond insurance policy shall be contained in the Certificate of Fiscal Officer. Section 16. Official Statement. The distribution of an Official Statement of the City, in preliminary and final form, relating to the original issuance of the Bonds is authorized if the Director of Finance determines that it is necessary or advisable to prepare and distribute an Official Statement in i connection with the original issuance of Bonds ( which Official Statement may be the same offering document used in connection with the sale of other general obligation bonds authorized by separate 25470179v2 Docusign Envelope ID: E9802B03- 950D- 407D- 8A9D- 87D3C51D91AA ordinances of this Council). If the Director of Finance so determines, then the Director of Finance and Mayor, and any other officer of this Council are authorized and directed to negotiate, prepare and execute, on behalf of the City and in their official capacity, the Official Statement and any supplements thereto as so executed in connection with the original issuance of the Bonds, and they are authorized and directed to advise the Original Purchaser in writing regarding limitations on the use of the Official Statement and any supplements thereto for purposes of marketing or reoffering the Bonds as they deem necessary or appropriate to protect the interests of the City. The Mayor, Director of Finance and the Director of Law, are each authorized to execute and deliver, on behalf of the City and in their official capacities, such certificates in connection with the accuracy of the Official Statement, in either preliminary or final form, and any supplements thereto as may, in their judgment, be necessary or appropriate. Section 17. Obtaining of Rating for the Bonds. The obtaining or updating of a rating or ratings on the Bonds and the City is hereby authorized if the Director of Finance determines that it is necessary or advisable in connection with the original issuance of the Bonds. If the Director of Finance so determines, then the Director of Finance and this Council are hereby authorized and directed to take all steps necessary to obtain such rating or ratings, including paying the rating fees imposed by any rating agency and paying and travel expenses relating to obtaining such rating or ratings. Section 18. Appointment of Bond Counsel. The Council approves of the appointment of the law firm of Bricker Graydon Wyatt LLP to serve as Bond Counsel to the City with respect to the issuance of the Bonds. The fee to be paid to such firm shall be subject to review and approval by the Director of Finance and shall not exceed the fees customarily charged for such services and shall be paid upon closing of the financing from proceeds of the Bonds. Section 19. Transcript of Proceedings, Execution of Additional Documents. The officer having charge of the minutes of the Council and any other officers of the Council, or any of them individually, are hereby authorized and directed to prepare and certify a true transcript of proceedings pertaining to the Bonds and to furnish a copy of such transcript to the Original Purchaser. Such transcript shall include certified copies of all proceedings and records of the Council relating to the power and authority of the City to issue the Bonds and certificates as to matters within their knowledge or as shown by the books and records under their custody and control, including but not limited to a general certificate of the Clerk of Council and a no -litigation certificate of the Mayor and the Director of Finance, and such certified copies and certificates shall be deemed representations of the City as to the facts stated therein. Except for the procedure for authenticating the Bonds set forth herein, documents ( including this Ordinance) executed, scanned and transmitted electronically and electronic and digital signatures shall be deemed original signatures for said transcript of the Bonds, for e purposes of this Ordinance, and for all matters related thereto, with any such scanned, electronic, and digital signatures having the same legal effect as original signatures. The Director of Finance is hereby authorized and directed to take such action and to execute and deliver, on behalf of this Council, such additional instruments, agreements, certificates, and other documents as may be in his discretion necessary or appropriate in order to carry out the intent of this Ordinance. Such documents shall be in the form not substantially inconsistent with the terms of this Ordinance, as they or in their discretion shall deem necessary or appropriate. Section 20. Satisfaction of Conditions for Bond Issuance. It is hereby found and determined that all acts, conditions and things necessary to be done precedent to and in the issuing of the Bonds in order to make them legal, valid and binding obligations of the City have happened, been done and been performed in regular and due form as required by law; that the full faith, credit and revenue of the City are hereby irrevocably pledged for the prompt payment of the principal and interest thereof at maturity; and that no limitation of indebtedness or taxation, either statutory or constitutional, has been exceeded in issuing the Bonds. 25470179v2 Docusign Envelope ID: E9802B03- 950D- 407D- 8A9D- 87D3C51D91AA Section 21. Compliance with Open Meeting_ Requirements. It is hereby found and determined that all formal actions of this Council concerning and relating to the adoption of this Ordinance were adopted in an open meeting of this Council, and that all deliberations of this Council and of any of its committees that resulted in such formal action, were in meetings open to the public, in compliance with all legal requirements including Section 121. 22 of the Ohio Revised Code. Section 22. Filing of Bond Ordinance. The Clerk of Council is hereby directed to forward a certified copy of this Ordinance to the County Fiscal Officer of Cuyahoga County, Ohio. Section 23. Emergency Measure. This Ordinance is hereby declared to be an emergency measure necessary for the immediate preservation of the public property, health and safety, and to provide for the usual daily operations of municipal departments, and for the further reason that this Ordinance is required to be immediately effective in order to issue and sell the Bonds to enable the City to take advantage of present interest rates and to refund the Refunded Bonds and maximize interest costs savings in a fluctuating bond market and to combine the Bonds with other bonds to be issued by the City into a consolidated bond issue and obtain savings in the issuance of the Bonds; and provided it receives the affirmative vote of at least five of this Council, this Ordinance shall take effect and be in force at the earliest date possible as set forth in Section 2. 12 of the Third Amended Charter. Adopted: March 2, 2026 Approved: 36 , 2026 25470179v2 DocuSlgned by: S 6otbnUQjq,: President of Council IY& M A -A i, Clerk of Council Meghan F. George, Mayor Docusign Envelope ID: E9802B03- 950D- 407D- 8A9D- 87D3C51D91AA CERTIFICATE The undersigned Clerk of Council hereby certifies that the foregoing is a true copy of Ordinance No. 13- 2026 duly adopted by the Council of the City of Lakewood, Ohio on March 2, 2026 and that a true copy thereof was certified to the County Fiscal Officer of Cuyahoga County, Ohio. DocuSlgned by: I * WJ-A—M Clerk o Counci City of Lakewood, Ohio 10 25470179v2 Docusign Envelope ID: E9802B03- 950D- 407D- 8A9D- 87D3C51D91AA jl RECEIPT OF COUNTY FISCAL OFFICER FOR LEGISLATION PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS I, Michael W. Chambers, the duly elected, qualified, and acting County Fiscal Officer in and for Cuyahoga County, Ohio hereby certify that a certified copy of Ordinance No. duly adopted by the City Council of the City of Lakewood, Ohio on , 2026 providing for the issuance of general obligation bonds designated City of Lakewood, Ohio Refunding Bonds, Series 2026, in the amount of not to exceed $ 15, 845, 000, was filed in this office on , 2026. 25470179v2 County Fiscal Officer Cuyahoga County, Ohio Docusign Envelope ID: E9802B03- 950D- 407D- 8A9D- 87D3C51D91AA REFUNDING BONDS, SERIES 2026 CERTIFICATE OF MAXIMUM MATURITY To: The City Council of the City of Lakewood, Ohio The undersigned Director of Finance of the City of Lakewood, Ohio ( the " City") as the fiscal officer of the City, certifies as follows with respect to the Refunding Bonds, Series 2026, of the City, in the principal sum of not to exceed $ 15, 845, 000 ( the " Bonds"), that are to be used to currently refund a portion of the bonds of the City described below, and the maximum maturity of the Bonds cannot exceed the last maturity permitted by law for the bonds to be refunded, in accordance with Section 133. 34, Ohio Revised Code, to wit: Various Purpose Improvement and Refunding Bonds, Series 2016A ( General Obligation Limited Tax), dated April 5, 2016, originally issued in the aggregate principal amount of $ 36, 570, 000 to ( i) refund a portion of the City' s $ 21, 210, 000 Various Purpose General Obligation Bonds, Series 2005 ( Limited Tax Obligation), dated May 26, 2005, ( ii) refund a portion of the City' s $ 14, 320, 000 Sewer System Revenue Bonds, Series 2006, dated August 30, 2006, ( iii) refund a portion of the City' s $ 10, 285, 000 Water System Revenue Bonds, Series 2006, dated August 30, 2006; and ( iv) retire the City' s $ 17, 375, 000 Various Purpose Improvement Notes issued on April 9, 2015; and the last maturity permitted by law is December 1, 2036. Therefore, the maximum maturity of the Bonds issued to refund the prior issue cannot be later than December 1, 2036. Dated: January 20, 2026 Director f Finance City of Lakewood, Ohio 25470179v2