HomeMy WebLinkAboutResolution 15-052 Resolution 15-052
Authorizing the Construction and Equipping of Certain Improvements to the
Brookings Health System Pursuant to a Lease Agreement; Approving the
execution of an Irrevocable Declaration of Trust by Trustee; Providing for the
execution, sale and delivery of not to exceed $35,000,000 Aggregate original
amount of Certificates of Participation in the Lease Agreement pursuant to a
Certificate Purchase Agreement and the Application of the proceeds thereof to
construct and equip improvements to the Brookings Health System and
approving and authorizing a Ground Lease of the Brookings Health System to the
Trustee; and authorizing and approving other actions and Agreements necessary
to consummate the Contemplated Improvement and Financing.
Whereas, the City of Brookings (the "City") is a duly organized South Dakota municipality
with the power to establish, construct, purchase, and maintain hospitals, medical clinics,
nursing facilities and homes for the aged (collectively the "Brookings Health System");
and
Whereas, the City has the power pursuant to SDCL Chapters 34-9 and 9-'12 to lease
and lease-purchase real and personal property; and
Whereas, it is the opinion of the City Council that the City would be best served by
entering into a Ground Lease and Lease Agreement; and
Whereas, it is declared necessary that a Declaration of Trust (the "Declaration of Trust")
be executed by a Trustee (the "Trustee") for the purpose of financing the expansion and
renovation of the hospital and related facilities of the Brookings Health System and
equipping the same.
Whereas, the City desires to improve the Brookings Health System and for such
purpose intends to enter into a Ground Lease with the City as lessor and the Trustee as
lessee (the "Ground Lease"), Lease Agreement with the Trustee as lessor and the City
as lessee ("the Lease Agreement") and Certificates of Participation, Series 2015 (the
"Certificates") payable as to principal in the aggregate original amount not to exceed
$35,000,000 evidencing proportionate interests of the owners in the Lease Agreement;
Whereas, the proceeds of the Certificates will be used to (i) construct and equip
improvements to the Brookings Health System, including approximately 86,500 square
feet of new construction and approximately 17,550 square feet of renovation within the
existing Brookings Health System, (ii) fund necessary reserve accounts, and (iii) pay
costs of issuance, including Bond Insurer premiums, if any.
Now, Therefore, Be It Resolved by the City Council of the City of Brookings as follows:
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Section 1. Definitions. (n addition to the words and terms elsewhere defined in this
Resolution, the following words and terms as used herein, whether or not the words
have initial capitals, shall have the following meanings, unless the context or use
indicates another or different meaning or intent, and such definitions shall be equally
applicable to both the singular and plural forms of any of the words and terms herein
defined:
"Act" means collectively SDCL Title 34-9 and 9-12, as amended.
"Authorized Officer " means the Mayor, City Clerk, Finance Manager, or, in the case of
any act to be performed or duty to be discharged, any other member, officer, or
employee of the City then authorized to perform such act or discharge such duty.
"Bond Counsel/Certificate Counsel" means Meierhenry Sargent LLP, a firm of attorneys
recognized as having experience in matters relating to the issuance of state or local
governmental obligations.
"Bond Insurer" means one of the following bond insurers, Build America Mutual
Assurance Company, Municipal Assurance Corp and Assured Guaranty Corp.
"Certificate Purchase Agreement" means the Certificate Purchase Agreement authorized
pursuant to and described in Section 12 hereof by and befinreen the City and the
U nderwriter.
"Certificates" means the Certificates of Participation in the Lease Agreement.
"City" means the City of Brookings, South Dakota.
"Declaration of Trust" means the trust agreement entered into by the Trustee and the
City.
"Ground Lease" means the ground lease agreement befinreen the City, as lessor, and the
Trustee, as lessee, and any amendment thereof or supplement thereto.
"Improvements" mean the construction of approximately 86,500 square feet of new
construction and approximately 17,550 square feet of renovation within the existing
Brookings Health System and the equipping of the same.
"Lease Aqreement" means the lease purchase agreement between the Trustee, as
lessor, and the City, as lessee, and any amendment thereof or supplement thereto
"Property" means the real property upon which the Improvements will be made.
"Ratinq Agency" means one or more of the following rating agencies: Standard & Poor's
Credit Rating Services, Moody's Investors Service Inc. and Fitch IBCA, Inc.
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"Underwriter" means Dougherty & Company, Inc., Pierre, South Dakota acting for and on
behalf of itself and such securities dealers as it may designate.
Section 2. Declaration of Necessity and Approval of Improvements. The
governing body of the City in accordance with the Act does hereby declare a necessity
to enter into the Ground Lease, Lease Agreement and Trust Indenture; and approves
the construction of the Improvements.
Section 3. Authorization and Approval of Transactions. Subject to the terms and
conditions set forth herein, the City hereby (i) authorizes the lease of the Property to the
Trustee for a period not to exceed 40 years pursuant to the Ground Lease, (ii) authorizes
the lease of the Property from the Trustee pursuant to the Lease Agreement on an
annual appropriation basis for an initial lease term and renewal terms not to exceed in
the aggregate 30 years, (iii) approves the Trustee's execution of the Declaration of Trust,
(iv) approves the Trustee's execution and delivery of the Certificates, payable as to
principal in an aggregate original amount not exceeding $35,000,000 pursuant to the
Declaration of Trust and a Certificate Purchase Agreement between the City and the
Underwriter (the "Certificate Purchase AgreemenY') and the use of the proceeds thereof
to finance the construction and equipping of the Improvements, and to pay the expenses
incurred in connection with the execution and delivery of the Certificates.
Section 4. Approval of Documents and Legal Description. The Authorized
Officers of the City are hereby authorized and empowered for and on behalf of the City
to approve and execute (i) the Declaration of Trust, (ii) the Ground Lease, (iii) the Lease
Agreement, (iv) the Certificate Purchase Agreement, and (v) a Continuing Disclosure
Certificate in substantially the respective forms to be filed with the City Clerk and open to
public inspection during regular business hours. The Authorized Officers are authorized
and directed to approve the entire legal description or a partial legal description of the
Property to be included in the Ground Lease and Lease Agreement.
Section 5.- Certificates of Participation. The Certificates shall be executed and
delivered in fully-registered form, shall be dated and numbered, shall be payable as to
principal in the denominations of $5,000 and integral multiples thereof and in such
amounts (not exceeding in the aggregate $35,000,000) and on such dates (not later than
thirty (30) years), shall be payable as to interest at such rate or rates to be negotiated by
the Authorized Officer and shall be subject to prepayment upon such terms and
conditions, in such amounts and on such dates as may be specified in the Declaration of
Trust and in the executed Certificate Purchase Agreement. The Authorized Officers are
hereby authorized and empowered for and on behalf of the City to approve the
Certificate Purchase Agreement, his or her execution and delivery thereof to evidence
conclusively the City's approval thereof.
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Section 6. Annual Appropriation and Opt Out. The Lease Agreement is an annual
appropriation lease subject to an annual appropriation by the City for each fiscal year.
The City has passed an opt out resolution which authorizes the City to spread, in any
fiscal year, for 30 years a $2,500,000 tax levy if the governing body of the City deems it
necessary to be used to pay the annual lease payment.
Section 7. Bond Counsel. The Authorized Officers are authorized to retain the Bond
Counsel upon such terms as they approve.
Section 8. Bond Insurer. The Authorized Officers are authorized to retain the Bond
Insurer upon such terms as they approve.
Section 9. Rating Agency. The Authorized Officers are authorized to retain the
Rating Agency upon such terms as they approve.
Section 10. Trustee. The Authorized Officers are authorized to retain the Trustee upon
such terms as they approve.
Section 11. Underwriter. The Authorized Officers are authorized to retain the
Underwriter upon such terms as they approve.
Section 12. Certificate Purchase Agreement. The Certificates shall be sold to the
Underwriter at a price to be set forth in the Certificate Purchase Agreement. The
Authorized Officers in consultation with the Undennrriter, are authorized to make such
changes in the structuring of the terms and sale of the Certificates as they shall deem
necessary. In this regard, they, or either of them, in consultation with the Underwriter,
are authorized to cause to be sold an aggregate principal amount of the Certificates less
than that authorized herein, to sell any or all of the Certificates as term Certificates with
annual mandatory redemption requirements which will produce substantially the same
annual principal reductions as authorized herein, to change the dated date of the, and to
adjust principal and interest payment dates and redemption dates of the Certificates.
The form of the Certificate shall be conformed to reftect any changes, if any, as
hereinbefore mentioned. The Mayor is hereby authorized to execute and the City Clerk
is authorized to attest the Certificate Purchase Agreement with the Underwriter providing
for the purchase and sale of the Certificates. The Certificate Purchase Agreement shall
be in form and content acceptable to the Mayor and City Clerk, the execution thereof by
either of them to constitute conclusive evidence thereof, and approved as to form and
legality by the District's attorney; provided the Certificate Purchase Agreement effects
the sale of the Certificates in accordance with the provisions of this Resolution, and is
not inconsistent with the terms hereof. The Mayor and City Clerk are authorized to cause
the Certificates to be authenticated and delivered by the Trustee to the Underwriter and
to execute, publish, and deliver all certificates and documents, including the Official
Statement, and closing certificates and documents, as they shall deem necessary in
connection with the sale and delivery of the Certificates.
Section 13. Official Statement. The Authorized Officers and the Underwriter are
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hereby authorized and directed to provide for the preparation and distribution of a
Preliminary Official Statement describing the Certificates (the "Preliminary Official
Statement"). After the Certificates have been sold, the Authorized Officers shall make
such completions, omissions, insertions and changes in the Preliminary Official
Statement not inconsistent with this Resolution as are necessary or desirable to
complete it as a final Official Statement for purposes of Rule �5c2-12(e)(3) of the
Securities and Exchange Commission.
To comp{y with paragraph (b) (3) of Rule 15c2 12 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934 (the "Rule") and with Rule G 32
and all other applicable rules of the Municipal Securities Rulemaking Board, the City
agrees to deliver to the Underwriter, the Official Statement (which shall be a final official
statement, as such term is defined in the Rule, as of its date) in an electronic format as
prescribed by the MSRB.
Section 14. Tax Matters. The City covenants and agrees with the registered owners
from time to time of the Certificates that it will not take or permit to be taken by any of its
officers, employees or agents any action which would cause the interest component or
interest on the Lease Agreement and Certificates to become includable in gross income
for federal income tax purposes under the Code and applicable Treasury Regulations
(the "Regulations"), and covenants to take any and all actions within its powers to ensure
that the basic interest on the Certificates will not become includable in gross income for
federal income tax purposes under the Code and the Regulations.
The Authorized Officers charged with the responsibility for issuing the Certificates
pursuant to this Resolution are hereby authorized and directed to execute and deliver to
the Underwriter thereof a certificate in accordance with the provisions of Section 148 of
the Code, and Section 1.148-2(b) of the Regulations, stating that on the basis of facts,
estimates and circumstances in existence on the date of issue and delivery of the
Certificates, it is reasonably expected that the proceeds of the Certificates will be used in
a manner that would not cause the Certificates to be "arbitrage bonds" within the
meaning of Section 148 of the Code and the Regulations.
Section 15. Miscellaneous. Each Authorized Officer and any other agent or employee
of the City is hereby authorized and empowered to take such other actions and execute
and deliver such other instruments and agreements, including appropriate tax
certifications and other closing certificates, as may be necessary or appropriate for the
purposes of consummating the transactions contemplated herein, the necessity therefor
and the appropriateness thereof to be evidenced conclusively by any such Authorized
Officer's taking any such action or executing and delivering any such instrument,
agreement or certificate and all actions taken heretofore and hereafter pursuant to the
authority hereof are hereby authorized, ratified and approved for and as the actions of
the City.
Section 16. Invalidity. If any one or more of the provisions of this Resolution, or of
any exhibit or attachment thereto, shall be held invalid, illegal, or unenforceable in any
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respect, by final decree of any court of lawful jurisdiction, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, or of any exhibit or
attachment thereto, but this Resolution, and the exhibits and attachments thereto, shall
be construed the same as if such invalid, illegal, or unenforceable provision had never
been contained herein, or therein, as the case may be.
Section 17. Continuing Disclosure. The City hereby covenants and agrees that it
will provide financial information and material event notices as required by Rule 15c2-12
of the Securities Exchange Commission for the Certificates. The Mayor is authorized to
execute at the Closing of the sale of the Certificates, an agreement for the benefit of and
enforceable by the owners of the Certificates specifying the details of the financial
information and material event notices to be provided and its obligations relating thereto.
Failure of the City to comply with the undertaking herein described and to be detailed in
said closing agreement, shall not be a default hereunder, but any such failure shall
entitle the owner or owners of any of the Certificates to take such actions and to initiate
such proceedings as shall be necessary and appropriate to cause the City to comply
with its undertaking as set forth herein and in said agreement, including the remedies of
mandamus and specific performance.
Section 18. Post Issuance Compliance. The City does hereby adopt Meierhenry
Sargent Post-Issuance Compliance Policy and Tax-Advantaged Ob�igations and
Continuing Disclosure with regard to the Certificates attached hereto. The City appoints
the Finance Manager as the chief compliance officer.
Section 19. Conflicting Resolutions Repealed. All resolutions or parts thereof in
conflict herewith are, to the extent of such conflict, hereby repealed.
Passed, Adopted and Approved this 12th day of May, 2015.
CITY OF BROOKINGS, SOUTH DAKOTA
(SEAL)
Tim Reed, Mayor
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Post-Issuance Compliance Policy for Tax-Exempt and
Tax-Advantaged Obligations and Continuing
Disclosure
De�nitions
"Compliance Officer" means the Finance Manager of the Issuer.
"Issuer" means the City of Brookings.
Statement of Purpose
This Post-Issuance Compliance Policy (the "Policy") sets forth specific policies of the
Issuer designed to monitor post-issuance compliance:
(i) with applicable provisions of the Internal Revenue Code of 1986, as
amended (the "Code"}, and regulations promulgated thereunder
("Treasury Regulations") for obligations issued by the Issuer on tax-
exempt or tax-advantaged basis ("Obligations"); and
(ii) with applicable requirements set forth in certificates and agreement(s)
("Continuing Disclosure Agreements") providing for ongoing disclosure
in connection with the offering of obligations to investors ("Offerings"),
for obligations (whether or not tax- exempt I tax-advantaged) subject to
the continuing disclosure requirements of Rule 15c2-12(b)(5) (the
"Rule") promulgated by the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934.
This Policy documents practices and describes various procedures and systems
designed to identify on a timely basis facts relevant to demonstrating compliance with
the requirements that must be satisfied subsequent to the issuance of Obligations in
order that the interest on such Obligations continue to be eligible to be excluded from
gross income for federal income tax purposes or that the Obligations continue to receive
tax-advantaged treatment. The federal tax law requirements applicable to each
particular issue of Obligations will be detailed in the arbitrage or tax certificate prepared
by bond counsel and signed by officials of the lssuer and the post-closing compliance
checklist provided by bond counsel with respect to that issue. This Policy establishes a
permanent, ongoing structure of practices and procedures that will facilitate compliance
with the requirements for individual borrowings.
This Policy similarly documents practices and describes various procedures and
systems designed to ensure compliance with Continuing Disclosure Agreements, by
preparing and disseminated related reports and information and reporting "material
events" for the benefit of the holders of the Issuer's obligations and to assist the
Participating Underwriters (within the meaning of the Rule) in complying with the Rule.
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The Issuer recognizes that compliance with pertinent law is an on-going process,
necessary during the entire term of the obligations, and is an integral component of the
Issuer's debt management. Accordingly, the analysis of those facts and implementation
of the Policy will require on-going monitoring and consultation with bond counsel and
the Issuer's accountants and advisors.
General Policies and Procedures
The following policies relate to procedures and systems for monitoring post-
issuance compliance generally.
A. The Compliance Officer shall be responsible for monitoring post-issuance
compliance issues.
B. The Compliance Officer will coordinate procedures for record retention and
review of such records.
C. All documents and other records relating to Obligations issued by the Issuer
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.
D. The Compliance Officer shall be aware of options for voluntary corrections
for failure to comply with post-issuance compliance requirements (such as
remedial actions under Section 1.141-12 of the Regulations and the
Treasury's Tax-Exempt Bonds Voluntary Closing Agreement Program) and
take such corrective action when necessary and appropriate.
E. The Compliance Officer will review post-issuance compliance procedures and
systems on a periodic basis, but not less than annually.
Issuance of Obligations - Documents and Records
With respect to each issue of Obligations, the Compliance Officer will:
A. Obtain and store a closing binder and/or CD or other electronic copy of the
relevant and customary transaction documents (the "TranscripY').
B. 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.
C. Coordinate receipt and retention of relevant books and records with respect
to the investment and expenditure of the proceeds of such Obligations with
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other applicable staff members of the Issuer.
Arbitrage
The following policies relate to the monitoring and calculating of arbitrage and
compliance with specific arbitrage rules and regulations.
The Compliance Officer will:
A. 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.
B. Confirm that a computation of the yield on such issue from the Issuer's
financial advisor or bond counsel (or an outside arbitrage rebate specialist)
is contained in the Transcript.
C. Maintain a system for tracking investment earnings on the proceeds of the
Obligations.
D. 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
Issuer has adopted an accounting methodology that maintains each source of
financing separately and monitors the actual expenditure of proceeds of the
Obligations.
E. Maintain a procedure for the allocation of 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.
F. Monitor compliance with the applicable "temporary period" (as defined in the
Code and Treasury Regulations) exceptions for the expenditure of proceeds
of the issue, and provide for yield restriction on the investment of such
proceeds if such exceptions are not satisfied.
G. 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.
H. 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
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funds must be invested at a restricted yield.
I. Consult with bond counsel prior to engaging in any post-issuance credit
enhancement transactions or investments in guaranteed investment
contracts.
J. Identify situations in which compliance with applicable yield restrictions
depends upon later investments and monitor implementation of any such
restrictions.
K. Monitor compliance with six-month, 18-month or 2-year spending
exceptions to the rebate requirement, as applicable.
L. Procure a timely computation of any rebate liability and, if rebate is due, to file
a Form 8038-T and to arrange for payment of such rebate liability.
M. Arrange for timely computation and payment of "yiefd reduction payments"
(as such term is defined in the Code and Treasury Regulations), if
applicable.
Private Activity Concerns
The following polices relate to the monitoring and tracking of private uses and private
payments with respect to facilities financed with the Obligations.
The Compliance Officer will:
A. Maintain records determining and tracking facilities financed with specific
Obligations and the amount of proceeds spent on each facility.
B. Maintain records, which should be consistent with those used for arbitrage
purposes, to allocate the proceeds of an issue and investment earnings to
expenditures, including the reimbursement of pre-issuance expenditures.
C. Maintain records allocating to a project financed with Obligations any
funds from other sources that will be used for otherwise non-qualifying
costs.
D. Monitor the expenditure of proceeds of an issue and investment
earnings for qualifying costs.
E. Monitor private use of financed facilities to ensure compliance with
applicable limitations on such use. Examples of potential private use
include:
1. Sale of the facilities, including sale of capacity rights;
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2. 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;
3. Management contracts (in which the Issuer authorizes a third
party to operate a facility, e.g., cafeteria) and research contracts;
4. Preference arrangements (in which the Issuer permits a third party
preference, such as parking in a public parking lot);
5. Joint-ventures, limited liability companies or partnership
arrangements;
6. Output contracts or other contracts for use of utility facilities
(including contracts with large utility users);
7. Development agreements which provide for guaranteed payments
or property values from a developer;
8. Grants or loans made to private entities, including special
assessment agreements; and
9. Naming rights arrangements.
Monitoring of private use should include the following:
1. Procedures to review the amount of existing private use on a
periodic basis; and
2. 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 counsei.
If the Compliance Officer identifies private use of facilities financed with tax-exempt or
tax-advantaged debt, the Compliance Officer will consult with the Issuer'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
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If the Issuer 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 assure that the $10,000,000 "Small Issuer" limit is not exceeded.
Federal Subsidy Payments
The Compliance Officer shall be responsible for the calculation of the amount of any
federal subsidy payments and the timely preparation and submission of 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 policies relate to compliance with rules and regulations regarding the
reissuance 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 reissuance for federal tax purposes.
Record Retention
The following polices relate to retention of records relating to the Obligations issued. The
- Compliance Officer will:
A. Coordinate with staff regarding the records to be maintained by the Issuer to
establish and ensure that an issue remains in compliance with applicable
federal tax requirements for the life of such issue.
B. Coordinate with staff to comply with provisions imposing specific
recordkeeping requirements and cause compliance with such provisions,
where applicable.
C. Coordinate with staff to generally maintain the following: _
1. The Transcript relating to the transaction (including any arbitrage
or other tax certificate and the bond counsel opinion);
2. Documentation evidencing expenditure of proceeds of the issue;
3. 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.
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4. Documentation evidencing use of financed property by public and
private entities (e.g., copies of leases, management contracts,
utility user agreements, developer agreements and research
agreements);
5. Documentation evidencing all sources of payment or security for the
issue; and
6. Documentation pertaining to any investment of proceeds of the
issue (including the purchase and sale of securities, SLGs
subscriptions, yield calculations for each class of investments,
actual investment income received by the investment of proceeds,
guaranteed investment contracts, and rebate calculations).
D. Coordinate the retention of all records in a manner that ensures their
complete access to the IRS.
E. 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 Rufe) are required to determine that issuers (such as the Issuer) have
entered into written Continuing Disclosure Agreements to make ongoing disclosure in
connection with Offerings subject to the Rule. Unless the Issuer is exempt from
compliance with the Rule or the continuing disclosure provisions of the Rule as a result
of certain permitted exemptions, the Transcript for each issue of related obligations will
include a Continuing Disclosure Agreement executed by the Issuer.
In order to monitor compliance by the Issuer with its Continuing Disclosure Agreements,
the Compliance Officer will, if and as required by such Continuing Disclosure
Agreements:
A. Assist in the preparation or review of annual reports ("Annual Reports") in
the form required by the related Continuing Disclosure Agreements.
B. Maintain a calendar, with appropriate reminder notifications, listing the filing
due dates relating to dissemination of Annual Reports, which annual due
date is generally expressed as a date within a certain number of days (e.g.,
365 days) following the end of the Issuer's fiscal year (the "Annual Report
Due Date"), as provided in the related Continuing Disclosure Agreements.
C. 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
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Securities Rulemaking Board ("MSRB") through the Eleetronic Municipal
Market Access ("EMMA") System at www.emma.msrb.org in the format
prescribed by the MSRB.
D. Monitor the occurrence of any "Material Event" (as defined in the Continuing
Disclosure Agreements) and timely file notice of the occurrence of any such
Material Event in the manner provided under the Continuing Disclosure
Agreements. To be timely filed, such notice must transmitted within 10 days
(or such other time period as set forth in the Continuing Disclosure
Agreements) of the occurrence of such Material Event.
E. Ensure timely dissemination of notice of any failure to perform under a
Continuing Disclosure Agreement, if and as required by the Continuing
Disclosure Agreement.
F. Respond to requests, or ensure that the Issuer Contact (as defined in the
Continuing Disclosure Agreement) responds to requests, for information
under the Rule, as provided in the Continuing Disclosure Agreements.
G. Monitor the perFormance of any dissemination agent(s) engaged by the
Issuer to assist in the performance of any obligation under the Continuing
Disclosure Agreements.
Passed and Adopted by the City of Brookings, this 12t" day of May, 2015.
CITY OF BROOKINGS
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Tim Reed, Mayor
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