The College adopted Policy D-700 – Post Issuance Compliance for Tax-Exempt Obligations to ensure post-issuance compliance with applicable provisions of the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder for obligations issued by the College on the tax-exempt or tax-advantaged basis ("Obligations"); and with applicable requirements outlined in certificates and agreement(s) ("Continuing Disclosure Agreements") providing for ongoing disclosure in connection with the offering of obligations to investors, for obligations (whether or not tax-exempt / tax-advantaged) subject to the continuing disclosure requirements of Rule 15c2-12(b)(5) (the "Rule") promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934.

The following procedures and systems are designed to monitor post-issuance compliance generally.

• The Vice President of Finance and College Operations/CFO (the "Compliance Officer") shall monitor post-issuance compliance issues.

• The Compliance Officer will coordinate procedures for record retention and review of such records.

• All documents and other records relating to Obligations issued by the College shall be maintained by or at the direction of the Compliance Officer. In maintaining such documents and records, the Compliance Officer will comply with applicable Internal Revenue Service ("IRS") requirements, such as those contained in Revenue Procedure 97-22.

• The Compliance Office shall be aware of options for voluntary corrections for failure to comply with post-issuance compliance requirements (such as remedial actions under Section 1.1441 12 of the Regulations and the Treasury's Tax-Exempt Bonds Voluntary Closing Agreement Program) and take such corrective action when necessary and appropriate.

• The Compliance Officer will review post-issuance compliance procedures and systems periodically, but not less than annually.

ISSUANCE OF OBLIGATIONS – DOCUMENTS AND RECORDS

With respect to each issue of Obligations, the Compliance Officer will:

• Obtain and store a closing binder, CD, or other electronic copy of the relevant and customary transaction documents (the "Transcript").

• Confirm that bond counsel has filed the applicable information report (e.g., Form 8038, Form 8038-G, Form 8038-CP) for such issue with the IRS on a timely basis.

• Coordinate receipt and retention of relevant books and records with respect to the investment and expenditure of the proceeds of such Obligations with other applicable Employees of the College.

ARBITRAGE

The following procedures relate to the monitoring and calculating of arbitrage and compliance with specific arbitrage rules and regulations.

The Compliance Officer will:

• Confirm that a certification of the initial offering prices of the Obligations with such supporting data, if any, required by bond counsel is included in the Transcript.

• Confirm that a computation of the yield on such an issue from the College's financial advisor or bond counsel (or an outside arbitrage rebate specialist) is contained in the Transcript.

• Maintain a system for tracking investment earnings on the proceeds of the Obligations.

• Coordinate the tracking of expenditures, including the expenditure of any investment earnings. If the project(s) to be financed with the proceeds of the Obligations will be funded with multiple sources of funds, confirm that the College has adopted an accounting methodology that maintains each source of financing separately and monitors the actual expenditure of proceeds of the Obligations.

• Maintain a procedure for allocating proceeds of the issue and investment earnings to expenditures, including the reimbursement of pre-issuance expenditures. This procedure shall include an examination of the expenditures made with proceeds of the Obligations within 18 months after each project financed by the Obligations is placed in service and, if necessary, a reallocation of expenditures in accordance with Section 1.148-6(d) of the Treasury Regulations.

• Monitor compliance with the applicable "temporary period" (as defined in the Code and Treasury Regulations) exceptions for the expenditure of the issue's proceeds and provide for yield restriction on the investment of such proceeds if such exceptions are not satisfied.

• Ensure that investments acquired with proceeds of such issue are purchased at fair market value. In determining whether an investment is purchased at fair market value, any applicable Treasury Regulation safe harbor may be used.

• Avoid formal or informal creation of funds reasonably expected to be used to pay debt service on such issue without determining in advance whether such funds must be invested at a restricted yield.

• Consult bond counsel before engaging in post-issuance credit enhancement transactions or investments in guaranteed investment contracts.

• Identify situations in which compliance with applicable yield restrictions depends upon later investments and monitor the implementation of such restrictions.

• Monitor compliance with six-month, 18-month, or 2-year spending exceptions to the rebate requirement.

• Procure a timely computation of any rebate liability and, if a rebate is due, file a Form 8038-T and arrange for payment of such rebate liability.

• Arrange for timely computation and payment of "yield reduction payments" (as defined in the Code and Treasury Regulations), if applicable.

PRIVATE ACTIVITY CONCERNS

The following procedures relate to monitoring and tracking private uses and private payments regarding facilities financed with the Obligations.

The Compliance Officer will:

• Maintain records determining and tracking facilities financed with specific Obligations and the amount of proceeds spent on each facility.

• Maintain records, consistent with those used for arbitrage purposes, to allocate the proceeds of issue and investment earnings to expenditures, including the reimbursement of pre-issuance expenditures.

• Maintain records allocating to a project financed with Obligations any funds from other sources that will be used for otherwise non-qualifying costs.

• Monitor the expenditure of issue proceeds and investment earnings for qualifying costs.

• Monitor private use of financed facilities to ensure compliance with applicable limitations. Examples of potential private use include:

  • Sale of the facilities, including the sale of capacity rights.

  • Lease or sub-lease of the facilities (including leases, easements, or use arrangements for areas outside the four walls, e.g., hosting of cell phone towers) or leasehold improvement contracts.

  • Management contracts (in which the College authorizes a third party to operate a facility, e.g., cafeteria) and research contracts.

  • Preference arrangements (in which the College permits a third-party preference, such as parking in a public parking lot).

  • Joint ventures, limited liability companies, or partnership arrangements.

  • Output contracts or other contracts for using utility facilities (including contracts with large utility users).

  • Development agreements provide for guaranteed payments or property values from a developer.

  • Grants or loans made to private entities, including special assessment agreements.

  • Naming rights arrangements.

• Monitoring of private use should include the following:

  • Procedures to review the amount of existing private use periodically.

  • Procedures for identifying in advance any new sale, lease or license, management contract, sponsored research arrangement, output or utility contract, development agreement, or other arrangement involving private use of financed facilities and for obtaining copies of any sale agreement, lease, license, management contract, research arrangement or other arrangement for review by bond counsel.

If the Compliance Officer identifies private use of facilities financed with tax-exempt or tax-advantaged debt, the Compliance Officer will consult with the College's bond counsel to determine whether private use will adversely affect the tax status of the issue and if so, what remedial action is appropriate. The Compliance Officer should retain all documents related to any of the above potential private uses.

QUALIFIED TAX-EXEMPT OBLIGATIONS

If the College issues "qualified tax-exempt obligations" in any year, the Compliance Officer shall monitor all tax-exempt financings (including lease purchase arrangements and other similar financing arrangements and conduit financings on behalf of 501(c)(3) organizations) to ensure that the $10,000,000 "small issuer" limit is not exceeded.

FEDERAL SUBSIDY PAYMENTS

The Compliance Officer shall be responsible for calculating the amount of any federal subsidy payments and timely preparing and submitting the applicable tax form and application for federal subsidy payments for tax-advantaged obligations such as Build America Bonds, New Clean Renewable Energy Bonds, and Qualified School Construction Bonds.

REISSUANCE

The following procedure relates to compliance with rules and regulations regarding the re-issuance of Obligations for federal law purposes.

The Compliance Officer will identify and consult with bond counsel regarding any post-issuance change to any terms of an issue of Obligations, which could potentially be treated as a re-issuance for federal tax purposes.

RECORD RETENTION

The following procedures relate to retaining records relating to the Obligations issued.

The Compliance Officer will:

• Coordinate with staff regarding the records to be maintained by the College to establish and ensure that an issue complies with applicable federal tax requirements for the life of such issue.

• Coordinate with staff to comply with provisions imposing specific recordkeeping requirements and cause compliance with such provisions, where applicable.

• Coordinate with staff to generally maintain the following:

  • The Transcript relating to the transaction (including any arbitrage or other tax certificate and the bond counsel opinion).

  • Documentation evidencing expenditure of proceeds of the issue.

  • Documentation regarding the types of facilities financed with the proceeds of an issue, including, but not limited to, whether such facilities are land, buildings, or equipment, economic life calculations, and information regarding depreciation.

  • Documentation evidencing the use of financed property by public and private entities (e.g., copies of leases, management contracts, utility user agreements, developer agreements, and research agreements).

  • Documentation evidencing all sources of payment or security for the issue.

  • Documentation pertaining to any investment of proceeds of the issue (including the purchase and sale of securities, SLG subscriptions, yield calculations for each class of investments, actual investment income received by the investment of proceeds, guaranteed investment contracts, and rebate calculations).

• Coordinate the retention of all records to ensure their complete access to the IRS.

• Keep all material records for so long as the issue is outstanding (including any refunding), plus seven years.

CONTINUING DISCLOSURE

Under the provisions of SEC Rule 15c2-12 (the "Rule"), Participating Underwriters (as defined in the Rule) are required to determine that issuers (such as the College) have entered into written Continuing Disclosure Agreements to make ongoing disclosure in connection with Offerings subject to the Rule. Unless the College is exempt from compliance with the Rule or the continuing disclosure provisions of the Rule because of certain permitted exemptions, the Transcript for each issue of related obligations will include a Continuing Disclosure Agreement executed by the College.

To monitor compliance by the College with its Continuing Disclosure Agreements, the Compliance Officer will, if and as required by such Continuing Disclosure Agreements:

• Assist in preparing or reviewing annual reports ("Annual Reports") in the form required by the related Continuing Disclosure Agreements.

• Maintain a calendar, with appropriate reminder notifications, listing the filing due dates relating to the dissemination of Annual Reports, in which the annual due date is generally expressed as a date within a certain number of days (e.g., 180 days) following the end of the College's fiscal year (the "Annual Report Due Date"), as provided in the related Continuing Disclosure Agreements.

• Ensure timely dissemination of the Annual Report by the Annual Report Due Date, in the format and manner provided in the related Continuing Disclosure Agreements, which may include transmitting such filing to the Municipal Securities Rulemaking District Board ("MSRB") through the Electronic Municipal Market Access ("EMMA") System at www.emma.msrb.org in the format prescribed by the MSRB.

• Monitor the occurrence of any "Material Event" (as defined in the Continuing Disclosure Agreements) and timely file notice of any such Event in the manner provided under the Continuing Disclosure Agreements. To be filed promptly, such notice must be transmitted within 10 days (or such other period as outlined in the Continuing Disclosure Agreements) of the occurrence of such Material Event.

• Ensure timely dissemination of notice of any failure to perform under a Continuing Disclosure Agreement, if and as required by the Continuing Disclosure Agreement.

• Respond to requests for information under the Rule or ensure that the College Contact (as defined in the Continuing Disclosure Agreement) responds to requests for information under the Rule, as provided in the Continuing Disclosure Agreements.

• Monitor the performance of any dissemination agent(s) the College engages to assist in performing any obligation under the Continuing Disclosure Agreements.

CONDUIT BOND FINANCINGS

In conduit bond financings, such as industrial revenue bonds or Midwestern Disaster Area Bonds, the College cannot directly monitor compliance with arbitrage requirements and qualified use requirements because information concerning and control of those activities lies with the private borrower. The College's policy in connection with conduit financings is to require that the bond documents in such financings impose on the borrower (and trustee or other applicable party) responsibility to monitor compliance with qualified use rules and arbitrage and other federal tax requirements and to take necessary action if remediation of nonqualified bonds is required.