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Tax-Exempt Financing Compliance Policy and Procedure
Board of Governors Policy 4.1.060
Approved by the Board of Governors on February 23, 2012

I. Purpose and Scope

A. Purpose of Compliance Procedure .  The Issuer uses Tax-Exempt Bonds to fund Costs of Project Facilities.  The Issuer understands that in exchange for the right to issue Tax-Exempt Bonds at favorable interest rates and terms, the Code and related regulations impose ongoing requirements related to the proceeds of the Tax-Exempt Bonds and the Project Facility financed by the Tax-Exempt Bonds.  These requirements focus on the investment, use and expenditure of proceeds of the Tax-Exempt Bonds and related funds as well as restrictions on the use of the Project Facility.

The Issuer recognizes that the IRS has stated that all issuers of Tax-Exempt Bonds should have a separate written policy and procedure regarding ongoing compliance with the federal tax requirements for Tax-Exempt Bonds.

The Issuer is committed to full compliance with the tax-exempt bond requirements for all of its outstanding and future tax-exempt financings.  This Compliance Procedure is adopted by the Governing Body to comply with the IRS directive and to improve tax compliance and documentation.

B. Scope of Compliance Procedure; Conflicts .  This Compliance Procedure applies to all Tax-Exempt Bonds currently outstanding and all Tax-Exempt Bonds issued in the future.  If the provisions of this Compliance Procedure conflict with a Tax Compliance Agreement or any other specific written instructions of Bond Counsel, the terms of the Tax Compliance Agreement or specific written instructions of Bond Counsel will supersede and govern in lieu of this Compliance Procedure.  Any exception to this Compliance Procedure required by Bond Counsel as part of a future issue of Tax-Exempt Bonds will be incorporated in the Tax Compliance Agreement for the future issue.  Any requirements imposed on the Issuer in the Tax Compliance Agreement, will be noted by the Bond Compliance Officer and incorporated into the Annual Compliance Checklist.

C. Amendments and Publication of Compliance Procedure .  This Compliance Procedure may be amended from time-to-time by the Governing Body.  Copies of this Compliance Procedure and any amendments will be included in the permanent records of the Issuer.

II. POLICY
 
A. Bond Compliance Officer; Training

1. Bond Compliance Officer; Training Bond Compliance Officer Duties The Bond Compliance Officer is responsible for implementing this Compliance Procedure.  The Bond Compliance Officer will work with other employees that use the Project Facility to assist in implementing this Compliance Procedure.  The Bond Compliance Officer will consult with Bond Counsel, legal counsel to the Issuer, accountants, tax return preparers and other outside experts to the extent necessary to carry out the purposes of this Compliance Procedure.  The Bond Compliance Officer will report to the Governing Body as necessary, and at least annually, regarding implementation of this Compliance Procedure and any recommended changes or amendments to this Compliance Procedure.

2. Training When appropriate, the Bond Compliance Officer will attend training programs offered by the IRS or other industry professionals regarding tax-exempt financing that are relevant to the Issuer.
 
B. Tax-Exempt Bonds Currently Outstanding

1. Tax-Exempt Bonds Covered by Section II. B. Procedures .  This Section II. B. applies to all Tax-Exempt Bonds issued prior to February 23, 2012 that are currently outstanding as of February 23, 2012.  These Tax-Exempt Bonds are listed on Exhibit A.
 
2. Tax-Exempt Bond File .  As soon as practical, the Bond Compliance Officer will attempt to assemble as much of the Tax-Exempt Bond File as is available for each Tax-Exempt Bond that is listed on Exhibit A.

3. Annual Compliance Checklists . As soon as practical following the adoption of this Compliance Procedure, the Bond Compliance Officer will work with Bond Counsel and/or legal counsel to the Issuer and cause Annual Compliance Checklists to be completed for all outstanding Tax-Exempt Bonds and will follow the procedures specified in Section V to complete the Annual Compliance Checklists and thereafter include each completed Annual Compliance Checklist in the Tax-Exempt Bond File.

4. Correcting Prior Deficiencies in Compliance .  In the event the Bond Compliance Officer determines any deficiency in compliance with a Tax Compliance Agreement for an outstanding Tax-Exempt Bond listed on Exhibit A, the Bond Compliance Officer will follow the procedures described in Treasury Regulations or the Tax-Exempt Bonds Voluntary Closing Agreement Program (VCAP) to remediate the noncompliance.  If remediation of the noncompliance requires the Issuer to submit a request under VCAP, the Bond Compliance Officer will undertake this step only after reporting the violation to the Governing Body and obtaining its approval.
 
C. COMPLIANCE PROCEDURE FOR NEW TAX-EXEMPT BOND ISSUES

1. Application This Section C. applies to Tax-Exempt Bond financings issued on or after February 23, 2012. 

2. Prior to Issuance of Tax-Exempt Bonds .

a. Intent Resolution.  The Governing Body will authorize and approve the issuance of Tax-Exempt Bonds.  Prior to or as a part of this authorizing resolution or ordinance, the Governing Body may adopt an Intent Resolution.

b. Directions to Bond Counsel.  The Bond Compliance Officer will provide a copy of this Compliance Procedure to Bond Counsel with directions for Bond Counsel to structure the documentation and procedural steps taken prior to issuing the Tax-Exempt Bonds so that they conform to the requirements of this Compliance Procedure, except to the extent Bond Counsel determines that different procedures are required.  The Bond Compliance Officer will consult with Bond Counsel so that  appropriate provisions are made to fund or reimburse the Issuer’s costs and expenses incurred to implement this Compliance Procedure.

c. Tax Compliance Agreement.  Each Tax-Exempt Bond issue will include a Tax Compliance Agreement signed by the Bond Compliance Officer.  The Tax Compliance Agreement will (1) describe the Project Facility and the anticipated Financed Assets, (2) identify all Bond Restricted Funds and provide for arbitrage and rebate compliance, (3) for new money financings – require a Final Written Allocation, and (4) contain a form of the Annual Compliance Checklist for the Tax-Exempt Bond issue.  The Bond Compliance Officer will confer with Bond Counsel and the Issuer’s counsel regarding the meaning and scope of each representation and covenant contained in the Tax Compliance Agreement.

d. Preliminary Cost Allocations.  The Bond Compliance Officer in consultation with Bond Counsel, will prepare a preliminary cost allocation plan for the Project Facility.  The preliminary cost allocation plan will identify the assets and expected costs for the Project Facility, and, when necessary, will break-out the portions of Costs that the Issuer expects to finance with Tax-Exempt Bonds (the “Financed Assets”) from the portions expected to be financed from other sources.

e. Tax Review with Bond Counsel.  Prior to the sale of the Tax-Exempt Bonds, the Bond Compliance Officer and Bond Counsel will review this Compliance Procedure together with the draft Tax Compliance Agreement to ensure that any tax compliance issues in the new financing are adequately addressed by this Compliance Procedure and/or the Tax Compliance Agreement.  In the event Bond Counsel determines that this Compliance Procedure conflicts with, or must be supplemented to account for special issues or requirements for the Tax-Exempt Bonds, the Bond Compliance Officer will ask Bond Counsel to include the written modifications or additions in the final Tax Compliance Agreement.  The Bond Compliance Officer will request Bond Counsel to prepare a form of Annual Compliance Checklist for use in monitoring the ongoing compliance requirements for the Tax-Exempt Bond issue.

3. Accounting and Recordkeeping .

a. Accounting for New Money Projects.  The Bond Compliance Officer will be responsible for accounting for the investment and allocation of proceeds of the Tax-Exempt Bonds.  The Bond Compliance Officer will establish separate accounts or subaccounts to record expenditures for Costs of the Project Facility.  Where appropriate, the Bond Compliance Officer may use accounts established as part of the Issuer’s financial records for this purpose.  In recording Costs for the Project Facility, the Bond Compliance Officer will insure that the accounting system will include the following information: (1) identity of person or business paid, along with any other available narrative description of the purpose for the payment, (2) date of payment, (3) amount paid, and (4) invoice number or other identifying reference.

b. Accounting for Refunded Bonds and Related Refunded Bond Accounts.  For Tax-Exempt Bonds that refund prior issues, the Tax Compliance Agreement will set out special accounting and allocation procedures for the proceeds of the financing, and if necessary proceeds of the refinanced debt.

c. Tax-Exempt Bond File.  The Bond Compliance Officer will be responsible for assembling and maintaining the Tax-Exempt Bond File.

4. Final Allocation of Bond Proceeds .

a. Bond Compliance Officer Responsible for Preparation of Final Written Allocation; Timing.  The Bond Compliance Officer is responsible for making a written allocation of proceeds to expenditures and the identification of Financed Assets.  This process will be memorialized in the Final Written Allocation.  For a new money financing, the Bond Compliance Officer will commence this process as of the earliest of (1) the requisition of all Tax-Exempt Bond proceeds from any segregated Tax-Exempt Bond funded account, (2) the date the Project Facility has been substantially completed or (3) four and one/half years following the issue date of the Tax-Exempt Bonds.  For Tax-Exempt Bonds issued only to refund a prior issue of Tax-Exempt Bonds, the Bond Compliance Officer will prepare and/or document the Final Written Allocation for the Project Facility financed by the refunded Tax-Exempt Bonds in accordance with the advice of Bond Counsel and include it in the Tax Compliance Agreement.

b. Contents and Procedure.  The Bond Compliance Officer will consult the Tax Compliance Agreement and, if necessary, contact Bond Counsel to seek advice regarding any special allocation of Tax-Exempt Bond proceeds and other money of the Issuer to the Costs of the Project Facility.  If no special allocation is required or recommended, the Bond Compliance Officer will allocate Costs of the Project Facility to the proceeds of the Tax-Exempt Bonds in accordance with the Issuer’s accounting records.  Each Final Written Allocation will contain the following: (1) a reconciliation of the actual sources and uses to Costs of the Project Facility, (2) the percentage of the cost of the Project Facility financed with proceeds of the Tax-Exempt Bonds (sale proceeds plus any investment earnings on those sale proceeds), (3) the Project Facility’s Placed in Service date, (4) the estimated economic useful life of the Project Facility, and (5) any special procedures to be followed in completing the Annual Compliance Checklist (e.g., limiting the Annual Compliance Checklist to specific areas of the Project Facility that the Final Written Allocation or the Tax Compliance Agreement treats as having been financed by Tax-Exempt Bonds).

c. Finalize Annual Compliance Checklist.  As part of the preparation of the Final Written Allocation, the Bond Compliance Officer will update the draft Annual Compliance Checklist contained in the Tax Compliance Agreement. The Bond Compliance Officer will include reminders for all subsequent arbitrage rebate computations required for the Tax-Exempt Bonds in the Annual Compliance Checklist.

d. Review of Final Written Allocation and Annual Compliance Checklist.  Each Final Written Allocation and Annual Compliance Checklist will be reviewed by legal counsel to the Issuer or Bond Counsel for sufficiency and compliance with the Tax Compliance Agreement and this Compliance Procedure.  Following the completion of the review, the Bond Compliance Officer will execute the Final Written Allocation.

D. ONGOING MONITORING PROCEDURES

1. Annual Compliance Checklist .  An Annual Compliance Checklist will be completed by the Bond Compliance Officer each year following completion of the Final Written Allocation.  Each Annual Compliance Checklist will be designed and completed for the purpose of identifying potential noncompliance with the terms of the Tax Compliance Agreement or this Compliance Procedure and obtaining documents (such as investment records, arbitrage calculations, or other documentation for the Project Facility) that are required to be incorporated in the Tax-Exempt Bond File.  The Bond Compliance Officer will refer any responses indicating a violation of the terms of the Tax Compliance Agreement to legal counsel to the Issuer or Bond Counsel and, if recommended by counsel, will follow the procedure set out in Section 4.4 to remediate the non-compliance.

2. Arbitrage and Rebate Compliance The Bond Compliance Officer will monitor the investment of Bond Restricted Funds and provide investment records to the Rebate Analyst on a timely basis. The Bond Compliance Officer will follow the directions of the Rebate Analyst with respect to the preparation of and the timing of rebate or yield reduction computations.

E. DEFINITIONS

1. Definitions.  Capitalized words and terms used in this Compliance Procedure have the following meanings:

“Annual Compliance Checklist” means a questionnaire and/or checklist described in Section V. A. that is completed each year for a Tax-Exempt Bond issue.

“Bond Compliance Officer” means the Issuer’s Chief Financial Officer or, if the position of Chief Financial Officer is vacant, the person filling the responsibilities of the Vice President for Administration and Finance for the Governing Body.

“Bond Counsel” means a law firm selected by the Issuer to provide a legal opinion regarding the tax status of interest on Tax-Exempt Bonds as of the issue date or the law firm selected to advise regarding matters referenced in this Compliance Procedure.

“Bond Restricted Funds” means the funds, accounts, and investments that are subject to arbitrage rebate and/or yield restriction rules that have been identified in the Tax Compliance Agreement for a Tax-Exempt Bond issue.

“Bond Transcript” means the “transcript of proceedings” or other similar titled set of documents assembled by Bond Counsel following the issuance of Tax-Exempt Bonds.

“Code” means the Internal Revenue Code, as amended.

“Compliance Procedure” means this Tax-Exempt Financing Compliance Policy and Procedure.

“Cost” or “Costs” means all costs and expenses paid for the acquisition, design, construction, equipping or improvement of a Project Facility or costs of issuing Tax-Exempt Bonds.

“Final Written Allocation” means the Final Written Allocation of Bond proceeds prepared pursuant to Section 5.4 of this Compliance Procedure.

“Financed Assets” means that part of a Project Facility treated as financed with Tax-Exempt Bond proceeds as reflected in a Final Written Allocation or, if no Final Written Allocation was prepared, the accounting records of the Issuer and the Tax Compliance Agreement for the Tax-Exempt Bond issue.

“Governing Body” means the Board of Governors of the Issuer.

“Intent Resolution” means a resolution of the Governing Body stating the intent of the Issuer to finance all or a portion of the Project Facility, stating the expected maximum size of the financing and stating the intent of the Issuer to reimburse the costs paid by the Issuer from proceeds of the Tax-Exempt Bonds.

“IRS” means the Internal Revenue Service.

“Issuer” means the [Name of Issuer].

“Placed In Service” means that date (as determined by the Bond Compliance Officer) when the Project Facility is complete and is actually used at a level substantially as originally designed.

“Project Facility” means all tangible or intangible property financed in whole or in part with Tax-Exempt Bonds that is functionally related or integrated in use, that is located on the same physical site or proximate sites, and that is expected to be Placed In Service within a one-year period.

“Rebate Analyst” means the Rebate Analyst for the Tax-Exempt Bonds selected pursuant to the Tax Compliance Agreement.

“Tax Compliance Agreement” means the Federal Tax Certificate, Tax Compliance Agreement, Arbitrage Agreement, or other written certification or agreement of the Issuer setting out representations and covenants for satisfying the post-issuance tax compliance requirements for a Tax-Exempt Bond issue.

“Tax-Exempt Bond(s)” means any bond, note, installment sale agreement, lease or certificate intended to be a debt obligation of the Issuer or another political subdivision or government instrumentality, the proceeds of the which are to be loaned or otherwise made available to the Issuer, and the interest on which is excludable from gross income for federal income tax purposes.  A list of all Tax-Exempt Bonds outstanding and subject to this Compliance Procedure as of February 23, 2012, is attached as Exhibit A.

“Tax-Exempt Bond File” means documents and records which may consist of paper and electronic medium, maintained for each Tax-Exempt Bond.  Each Tax-Exempt Bond File will include the following information if applicable:

(a)        Intent Resolution.
(b)        Bond Transcript.
(c)        Final Written Allocation and/or all available accounting records related to the Project Facility showing expenditures allocated to the proceeds of a Tax-Exempt Bond and expenditures (if any) allocated to other sources of funds.
(d)        All rebate and yield reduction payment calculations performed by the Rebate Analyst and all investment records provided to the Rebate Analyst for purposes of preparing the calculation.
(e)        Forms 8038-T together with proof of filing and payment of rebate.
(f)         Investment agreement bid documents (unless included in the Bond Transcript) including:
(1)        Bid solicitation, bid responses, certificate of broker;
(2)        Written summary of reasons for deviations from the terms of the solicitation that are incorporated into the investment agreement; and
(3)        Copies of the investment agreement and any amendments.
(g)        Any item required to be maintained by the terms of the Tax Compliance Agreement involving the use of the Project Facility or expenditures related to tax compliance for the Tax-Exempt Bonds.
(h)        Any opinion of Bond Counsel regarding the Tax-Exempt Bonds not included in the Bond Transcript.
(i)         Amendments, modifications or substitute agreements to any agreement contained in the Bond Transcript.
(j)         Any correspondence with the IRS relating to the Tax-Exempt Bonds including all correspondence relating to an audit by the IRS of the Tax-Exempt Bonds or any proceedings under the Tax-Exempt Bonds Voluntary Closing Agreement Program (VCAP).
(k)        Any available questionnaires or correspondence substantiating the use of the Project Facility in accordance with the terms of the Tax Compliance Agreement for the Tax-Exempt Bond issue.
(l)        For refunding bond issues, the Tax-Exempt Bond File for the refunded Tax-Exempt Bonds.


EXHIBIT A

LIST OF TAX-EXEMPT BONDS COVERED BY THIS COMPLIANCE PROCEDURE

Stadium Facility Revenue bonds Series 1999

Educational Facilities Revenue Bonds Series 2002
(Student Housing-Energy Savings Program & Library)

Educational Facilities Revenue Bonds Series 2007
(Golf Facilities Project)

Educational Facilities Revenues Bonds Series 2009
(Student Recreation Center)

Educational Facilities Refunding Revenue Bonds Series 2009A
(Student Housing System Project)

Master Equipment Lease-Purchase Agreement Series 2009 with Banc of America Public Capital Corp