TOWN OF NEW WINDSOR RESOLUTION NO. 03-02-/GA  ARESOLUTION OF THE COUNCIL OF TOWN OF NEW WINDSOR (THE "TOWN") FOR THE PURPOSE OF APPROVING THE SUBSTANTIALLY FINAL FORM OF, AND AUTHORIZING AND DIRECTING CERTAIN OFFICIALS TO FINALIZE AND EXECUTE, ON BEHALF OF THE TOWN, WRITTEN POST-ISSUANCE TAX COMPLIANCE PROCEDURES FOR NON-CONDUIT TAX-EXEMPT OBLIGATIONS THAT ARE DESIGNED TO PROMOTE COMPLIANCE WITH APPLICABLE POST-CLOSING PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND RELATED U.S. TREASURY REGULATIONS; AND DETERMINING VARIOUS MATTERS  IN CONNECTION THEREWITH.  RECITALS  WHEREAS, Town of New Windsor, a Maryland municipal corporation (the "Town"), has from time to time issued, and expects in the future to issue, non-conduit obligations of various types the interest on which is expected to be excludable from gross income for federal income tax purposes under the provisions oft the Internal Revenue Code of 1986, as amended (the  "Tax Code"), and related U.S. Treasury Regulations; and  WHEREAS, the Internal Revenue Service has strongly recommended that issuers of tax- exempt obligations put in place written procedures designed to address post-issuance compliance with certain provisions of the Tax Code and the related U.S. Treasury Regulations; and  WHEREAS, the Town anticipates issuing in the near future a tax-exempt general WHEREAS, bond counsel to the Town has recommended that the Town adopt written post-issuance compliance procedures with respect to tax-exempt obligations issued by the Town for non-conduit borrowings, which procedures will apply to any outstanding non-conduit tax- exempt obligations of the Town and future non-conduit tax-exempt obligations ofthe Town.  obligation bond in order to finance certain sewer projects; and  NOW, THEREFORE, BEI IT RESOLVED AS FOLLOWS:  SECTION1. The Recitals to this Resolution are incorporated by reference in and made an integral part of this Resolution. Capitalized terms used in the Sections of this Resolution and not otherwise defined therein shall have the meanings given to such terms in the Recitals to this  Resolution.  SECTION2. The substantially final form of the Post-Issuance Tax Compliance Procedures for Non-Conduit Tax-Exempt Obligations attached hereto as Exhibit A (the "Procedures") are hereby approved, and the Mayor of the Town, the Town Manager oft the Town and the Clerk-Treasurer of the Town, on behalf of the Town, working with bond counsel to the Town, are hereby authorized and directed to make and approve changes thereto in order to    conform the same to actual or recommended Town practices, to correct typographical or grammatical errors, to complete blanks, to cure ambiguities and inconsistencies, or to conform to applicable law as advised by bond counsel to the Town, and to execute the final form of the Procedures on behalf of the Town. The approval of the final form of the Procedures by the Mayor, the Town Manager and the Clerk-Treasurer shall be evidenced conclusively by their signatures thereon. The final Procedures shall be maintained in the records of the Town but need not be filed in any court records. All appropriate officials and employees of the Town are hereby authorized, directed and empowered to comply with the Procedures with respect to any  obligations of the Town that are, or become, subject to the Procedures.  SECTION3. This Resolution may be executed in counterparts, each of which shall be  an original but all of which together shall constitute one and the same resolution. SECTION4. This Resolution shall become immediately upon its adoption.  [CONTINUED ON FOLLOWINGPAGE)  2-    RESOLVED this 219* day of  Marak TOWN OF NEW WINDSOR  2016.  Dan-E.Allan  AcOy  Donna E. Alban Clerk-Treasurer Adopted:  Neal C. Roop Mayor 2016 2016 2016  Introduced: Manck Effective: 2arehal 20/6 Approved for form and legal sufficiency this Sermed day of Met L  Z4M2120  NEW OL- COS 00 MARVLAND  2016:  A Dande  Michelle M. Ostrander Town Attorney #184761;58161.001  -3-    EXHIBIT A  SUBSTANTIALLY FINAL FORM OF POST-ISSUANCE TAX COMPLIANCE PROCEDURES FOR NON-CONDUTTAX-EXEMPT OBLIGATIONS  TOWN OF NEW WINDSOR  POST-IESSUANCETAX COMPLIANCE PROCEDURES FOR NONCONDUITAKEXEMET OBLIGATIONS  The purpose of these Post-Issuance Tax Compliance Procedures for Non-Conduit Tax- Exempt Obligations (the "Procedures") is to establish procedures to be followed by Town of New Windsor (the "Town") following the issuance by the Town ofany tax-exempt obligations to be used for the Town's purposes (i.e., excluding conduit issues). Examples of tax-exempt obligations issued for the Town's purposes include, but are not limited to, general obligation bonds (including, without limitation, tax-exempt general obligation bonds issued to the Maryland Water Quality Financing Administration or the Community Development Administration to evidence loans obtained from such State-level administrations), general obligation bonds issued to the United States of America acting through the United States Department of Agriculture (USDA) and any of its agencies (including Rural Utilities Service or Rural Development) to evidence USDA loans, general obligation bond anticipation notes, revenue bonds (the proceeds ofwhich are not loaned to a conduit borrower or the facilities financed by which are not leased to a conduit borrower), tax increment financing bonds, special taxing district bonds, loans from a bank, and installment purchase agreements and lease-purchase agreements, any of such obligations the interest on which is intended to be excludable from gross income ofthe registered owners thereof for federal income tax purposes (collectively, the "Obligations"). References in these Procedures to "bonds" shall be construed broadly to encompass any evidences of indebtedness that are treated as tax-exempt for federal income tax purposes (including,  certificates, notes or other types ofindebtedness).  The Town may revise or amend these Procedures from time to time and, upon consultation with appropriate professionals (e.g., bond counsel, financial advisor, rebate analyst),  may deviate from these Procedures in applicable cases.  For each issue of Obligations, the Mayor and the Town Manager will confirm which Town ofitcialG)employeets) will have primary responsibility for complying with these Procedures. In addition, the Mayor and the Town Manager shall at least annually, and upon the resignation, termination or death of any such designated oficial6)employeetg, re-assess whether any such primary responsibility needs to be re-assigned. Any such assignment may be made in the applicable Tax Certificate (as defined below under Part I, "Promptly Following Closing") or in other written form that is accessible to applicable Town officials and employees, and any such re-assignment may be made in a supplement to the applicable Tax Certificate or in other written form that is accessible to applicable Town officials and employees. If no such assignment is made with respect to a particular issue of Obligations, the Town Manager will be  -A-1-    the default official responsible for complying with these Procedures. If the position of Town Manager is vacant and no other official has the authority to act in such titled official's stead as described further herein, the Clerk-Treasurer will be the default official responsible for  complying with these Procedures.  Notwithstanding the provisions of the previous paragraph, in the event the position of Mayor or Town Manager is vacant at any time that the Mayor and the Town Manager are to make an assignment in accordance with this paragraph, and no other official has the authority to act in such titled official's stead as described further herein, the remaining official shall be responsible for determining which Town oficial@)employeets) shall have primary responsibility for compliance with these Procedures, and in the event both such positions are. vacant at such time and no other officials have the authority to act in such titled officials' stead as described further herein, the Council of the Town shall be responsible for determining which Town oficial@)employeet) shall have primary responsibility for compliance with these  Procedures with respect to the affected Obligations. No630946A adopted by the Council on K21  The finalization and approval of these initial Procedures were authorized by Resolution  2016 and effective on  Paxk2  2016.  Unless and until responsibility for complying with these Procedures with respect to any outstanding Obligations is otherwise provided for herein or is delegated to one or more other Town oticlals/employects) in accordance herewith, the Town Manager shall have primary responsibility for complying with these Procedures with respect to such outstanding Obligations. References in these Procedures to any official by title shall be deemed to refer () to any official authorized under the Charter of the Town (the "Charter") or the code of ordinances of the Town (the "Town Code") or other applicable law to act in such titled official's stead during the absence or disability of such titled official, (ii) to any person who has been elected, appointed or designated to fill such position in an acting capacity under the Charter or the Town Code or other applicable law, (jr) to any person who serves in a "Deputy" or "Assistant" capacity as such an official, provided that the applicable responsibilities, rights or duties referred to herein have been delegated to such deputy or assistant in accordance with applicable law or authority, and/or (iv) to the extent an identified official commonly uses another title not provided for in the Charter or the Town Code, the official, however known, who is charged under the Charter or the Town Code or other applicable law or authority with the applicable responsibilities, rights or duties referred to herein. For example, the Charter provides for a Clerk-Treasurer", but the person filling such  position is often referred to as the "Clerk/Treasurer".  All of the following provisions of these Procedures may not be applicable to each series  ofObligations. I.  Promptly Following Closing:  Create, or to the extent already created update, a list of buildings, facilities, improvements and equipment that have been or will be financed, reimbursed or  -A-2-    refinanced in whole or in part with proceeds of Obligations (the "Obligation-Punded Capital Projects") OR if a master list of Town capital assets is maintained, indicate on such master list which assets constitute Obligation-Funded Capital Projects (in either such case, the "Asset List"). To the extent possible, the Asset List should indicate (i) the scheduled maturity date of Obligations and (ii) any date(s) as of which Obligations are Confirm whether the bond year referenced in the tax certificate (by whatever name known-e.g., Tax and Section 148 Certificate, Non-Arbitrage Certificate, Tax Compliance Agreement and Arbitrage Certificate, etc.--the "Tax Certificate") will be followed or another bond year will be followed. Sometimes the provisions that constitute a Tax Certificate are not set forth in a separate document; for example, for a local government borrower participating in the Community Development Administration's Local Government Infrastructure Financing Program, the provisions constituting the Tax Certificate are typically found within the General Certificate of the borrower. Confirm internally the method to be used of allocating expenditures of Obligation proceeds and investment earnings thereon, particularly with respect to capital projects to be funded from multiple sources (e.g., specific tracing, first-in/first-out, ratable Advise Town officials and employees with responsibility for selling, leasing, otherwise allowing use of (by concession, license or other type of use arrangement), providing for the operation and management of, or disposing of Town assets which Obligation-Funded Capital Projects have been added to the Asset List, and that the planned use of such Obligation-Funded Capital Projects and any change in such planned use must be vetted in accordance with Part V, "Use ofObligation-Funded Capital Projects" below. Set up tickler system with reminders for complying with applicable yield restriction requirements, arbitrage rebate calculation requirements and periodic review of Asset List.  prepaidredeemed in whole or in part prior to maturity.  allocation, gross proceeds spent first).  II. Investments. Yield Restriction and Arbitrage Rebate:  During acquistion/construction period for Obligation-runded Capital Projects, monitor investment and expenditure of Obligations proceeds and any replacement proceeds to comply with investment temporary periods and investment yield restriction periods and compliance with 6-month, 18-month or 24-month spending period exceptions from With respect to Obligations issued for advance refunding or current refunding purposes, monitor investment and expenditure of Obligations proceeds to comply with investment temporary periods, investment yield restriction purposes, treatment of any transferred proceeds and applicable expenditure periods outlined in the Tax Certificate. Confirm that any intended investments are within the Town's adopted investment policy Determine likelihood of compliance with arbitrage rebate spending period exceptions, including small issuer exception, if applicable. The Tax Certificate will address certain Review copies of investment statements as received to determine if investments are within any required restriction limits and retain copies of investment statements as  arbitrage rebate requirements, ifapplicable.  and are allowed by federal and Maryland law. matters regarding to arbitrage rebate requirements. described below under Part VI, "Record Retention".  -A-3-    Make/sell investments at fair market value. For investments to be made in securities traded on established markets, yield-restricted defeasance escrows, guaranteed investment contracts and certificates of deposit, consult with bond counsel, financial advisor and/or other applicable advisors to ensure compliance with applicable bidding If arbitrage rebate exception not likely to be available, determine whether rebate calculations to be made by qualified Town officials or employees or engage Town accountant or rebate analyst toj perform necessary calculations and filings. Provide copies of investment statements and any other materials requested to permit proper calculation of arbitrage rebate payments or payments in lieu thereof. Assure timely payment of required rebate amounts or payments in lieu thereof by using Retain copies of all rebate calculations and filings made in connection with rebate payments or payments in lieu thereof as described below under Part VI, "Record  regulations or safe harbors.  tickler system. Retention".  III. Use eofObligations Proceeds:  Monitor use of Obligations proceeds (including sale, net sale, gross, replacement or transferred proceeds and investment earnings thereon) throughout term of issue to ensure compliance with covenants and restrictions contained in the Tax Certificate and in authorizing ordinances'resolations (to ensure that Obligations proceeds are applied to authorized capital projects and other authorized costs, if applicable (e.g., costs of issuance Consult immediately with bond counsel if the Town () desires to spend Obligations proceeds on capital projects or other authorized costs not listed in authorizing ordinances'resolations or (ii) determines that Obligations proceeds have not been spent on capital projects or other authorized costs listed in authorizing ordinancesresolutions  and capitalized interest)).  IV. Accounting for Expenditures:  Maintain and update Asset List as applicable.  Allocate expenditures and investment of Obligations proceeds by consistently applied Maintain records identifying expenditures of Obligations proceeds, including investment Make written reimbursement allocations in timely manner to extent required by U.S. Treasury Regulation Section 1.150-2 (commonly referred to as the "reimbursement Make written final allocation of expenditure of Obligations proceeds, including investment earnings, not later than 18 months after the date an expenditure is made or, if later, the date the Obigation-Funded Capital Project is placed in service, and within outside limit of the earlier of 60 days after fifth (5") anniversary of the issue date or 60 days after retirement of the issue (including by prepaymemtredemption, whichever is  accounting method. earnings. regulations").  earlier.  -A-4-    V. Useo ofObligation-Funded Capital Projects:  Review Asset List and confer with Town officials and employees responsible for overseeing use of Town capital assets at least annually to determine whether existing or any planned use of Obligation-Funded Capital Projects is/will be in compliance with the Immediately consult with bond counsel in the event any existing or planned use of Obligation-Funded Capital Projects is/will not be in compliance with covenants and restrictions contained in the Tax Certificate and follow advice of bond counsel to remediate such non-compliance (which advice may include compliance with the "change- in-use" provisions as described in the succeeding bullet point, if such option is still available time-wise, or participating in the Internal Revenue Service's Voluntary Closing Before selling, leasing, otherwise allowing the use of (by concession, license or other type of use arrangement), arranging for the operation and management of, or disposing of, Obligation-Funded Capital Projects, that was not specifically provided for in the Tax Certificate, and before modifying or extending any such arrangements, even if contemplated by the Tax Certificate, consult with bond counsel and other advisors (including financial advisor, as necessary) to determine whether such planned use or disposition is in accordance with the Tax Certificate and applicable law and to determine whether the "change-in-use" provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the applicable U.S. Treasury Regulations need tol be complied with. Notes-(1) Any such consultation should be made before contemplated use or disposition is approved or any agreements relating to the same are entered into. (2) Consult with bond counsel and other applicable advisors even ifintended user is another Maryland municipal corporation or county or other Maryland governmental entity to ensure that (A) such user's intended use does not contemplate private business use/private payments or security throughfurther underlying arrangements, and (B) thata governmental entity other than a Maryland municipal corporation or county qualifies as a governmental entity for purposes of the Code and the applicable U.S. Treasury Regulations. (3) Non-profit corporations (including 501(c)(3) entities) and the federal government and its departments, agencies and instrumentalities qualify as private business users for purposes of the Code and the applicable U.S. Treasury, Regulations. Tot the extent bond counsel advises that compliance with "change-in-use" provisions of the Code. and the applicable U.S. Treasury Regulations is necessary, do not take any contemplated actions without consulting with bond counsel and following bond counsel's advice, and promptly comply with any filing or other requirements as advised by bond  covenants and restrictions contained in the Tax Certificate.  Agreement Program).  counsel. VI. Record Retention:  Retain the following while the Obligations are outstanding (either to maturity or edemplomprepayment in full), plus three (3) years, unless applicable provisions of the Code or  the U.S. Treasury Regulations have been changed-  Closing transcript (whether in binder or CD form).  -A-5-    CP Notice 152 received from the Internal Revenue Service upon filing of the related Copies of all materials relating to acqustion/construction of Obligation-Funded Capital Projects, including acquisition contracts, construction contracts, installation contracts, Copies of reimbursement allocations made in accordance with U.S. Treasury Regulation Copies of written allocations of expenditures of Obligation proceeds (including investment earnings thereon and proceeds of Obligations spent to refund other Copies of all investment statements, investment agreements, investment purchase agreements, investment sale agreements, investment confirmations, investment receipts and records of paid administrative costs and any bidding documents or evidence of safe  Form 8038-G or 8038-GC. purchase orders, invoices, etc. Section 1.150-2, ifapplicable.  Obligations).  harbor compliance related to investments.  VII. Miscellaneous:  Promptly following adoption of these Procedures, the assigned or default oficial@)employects) shall comply with the applicable provisions of these Procedures The oficialG)employeets) with primary responsibility for complying with these Procedures shall be allowed to use the services of other appropriate Town officials or To the extent practical and feasible, the Town shall use electronic tickler systems to comply with these Procedures, with back-up paper tickler systems employed for critical The oficialg)employeets) of the Town primarily responsible for complying with these Procedures shall be allowed to consult with bond counsel and other advisors (e.g. financial advisor, rebate analyst), at the cost of the Town, as necessary to ensure The oficialg)employets) of the Town primarily responsible for complying with these Procedures shall periodically review the "Tax Exempt Bonds" section of the Internal Revenue Service's website at www.irs.gov (after typing in address, go to Information For" drop down bar at upper right of homepage) (as such section may be reorganized from time to time) to see if new information has been posted to such site that impacts the Town's tax-exempt obligations, including under the sub-tab marked "Issuers". The oficialG)employeets) of the Town primarily responsible for complying with these Procedures shall, as he/she/they deem necessary or advisable, request authorization to attend conferences or webinars regarding tax-exempt obligations and to purchase resource. guides and, in undertaking any continuing education (e.g., at Maryland Municipal League or Maryland Government Finance Officers Association conferences), shall take advantage of seminars or presentations offered on tax-exempt obligations. Before establishing funds or accounts or identifying other sources of revenue to pay debt service on the Obligations that are not contemplated by the Tax Certificate, consult with bond counsel to determine whether same constitute "replacement proceeds" that are  with regard to any outstanding Obligations oft the Town. employees in carrying out their responsibilities.  dates.  compliance herewith.  -A-6-    subject to yield restriction and arbitrage rebate requirements and comply with bond counsel's advice, including supplementing the Tax Certificate, ifnecessary. For any calendar year in which the Town has designated Obligations as "qualified tax- exempt obligations" earlier in the year, ensure that any tax-exempt obligations issued later in such calendar year for any purpose will not cause the Town to exceed the $10 million "bank-qualified" limit or any other bank-qualification limit applicable for such calendar year. Note: tax-exempt lease-purchase agreements count against the bank- qualification limit as do, under applicable law in effect in 2016, "qualified 501(c)(3) bonds". Consult with bond counsel before issuing any Obligations that may cause the To the extent a potential or actual violation of the Tax Certificate is discovered, consult immediately with bond counsel and other applicable advisors to determine a course of Consult with bond counsel immediately in the event any change in interest rate is triggered under the applicable bond documents in order to determine whether a "reissuance" of the Obligations has occurred for purposes of the Code and the applicable U.S. Treasury Regulations that requires further action. Examples of such interest rate changes include exercise by the registered owner ofa right to adjust the interest rate or a change in the federal income tax treatment of a registered owner triggering such an adjustment, in each case in accordance with the applicable Obligation documents. Consult with bond counsel before determining to enter into an agreement or arrangement with registered owners of the Obligations (or other applicable parties) to change interest rates, amortization schedules, payment dates, prepaymentredemption provisions, security for the Obligations or a change in obligor in order to determine whether such contemplated action will cause a "reissuance" of the Obligations for purposes of the Code and applicable U.S. Treasury Regulations and the actions needed to be taken in connection with any such reissuance, and promptly comply with the recommendations of To the extent the Town maintains written job descriptions for oficialf)employect) who have responsibility for compliance with these Procedures, the Town shall add references to complying with these Procedures as part of the duties set forth in such job descriptions.  applicable bank-qualification" limit to be exceeded.  action to remediate such violation.  bond counsel.  [SIGNATURES ON FOLLOWINGI PAGE]  -A-7-    The foregoing Procedures are approved on behalf of the Town as of the 2/S  day of lasck APPROVED:  2016.  Onau AlaN Donna E. Alban, Clerk-Treasurer  C. Roop, Mayor ZR EL  Franklin G.  Manager  NEWI o GO 0d MARYLAND  -A-8-