Westpark CFD SAD 2 2025 - Continuing Disclosure Undertaking(709542409.1) (1).docx
City of Buckeye — Joint Community Facilities Districts (2025-07-01)
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CONTINUING DISCLOSURE UNDERTAKING
$_____,000
WESTPARK COMMUNITY FACILITIES DISTRICT
(CITY OF BUCKEYE, ARIZONA)
SPECIAL ASSESSMENT DISTRICT NO. 2
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
(CUSIP BASE NUMBER [96122D])
This Undertaking is executed and delivered by Westpark Community Facilities District
(City of Buckeye, Arizona) (the “Issuer”), in connection with the issuance of the captioned
municipal securities (the “Securities”) for the benefit of the owners of the Securities, being the
registered owners thereof or any person which has the power, directly or indirectly, to vote or
consent with respect to, or to dispose of ownership of, any of the Securities (including persons
holding the Securities through nominees, depositories or other intermediaries) or is treated as the
owner of any Securities for federal income tax purposes.
Section 1.
Definitions.
“Annual Report” shall mean any annual report provided by the Issuer pursuant to,
and as described in, Section 2.
“Authorizing Document” shall mean the resolution or resolutions authorizing the
issuance of the Securities.
“Dissemination Agent” shall mean any agent which has executed a dissemination
agent agreement with the Issuer and such successors and assigns of such agent.
“EMMA” shall mean the Electronic Municipal Market Access system of the
Municipal Securities Rulemaking Board. Information regarding submissions to EMMA is
available at http://emma.msrb.org.
“Financial Obligation” shall mean a (i) debt obligation; (ii) derivative instrument
entered into in connection with, or pledged as security or a source of payment for, an existing or
planned debt obligation; or (iii) a guarantee of (i) or (ii). The term Financial Obligation shall not
include municipal securities as to which a final official statement has been provided to the
Municipal Securities Rulemaking Board consistent with the Rule.
“Listed Events” shall mean any of the events listed in Section 3(a).
“Notice of Listed Event” shall mean any notice provided by the Issuer pursuant to,
and as described in, Section 3.
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from time
to time.
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Section 2.
Contents and Provision of Annual Reports.
(a)
THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION
AGENT TO, NOT LATER THAN FEBRUARY 1 OF EACH YEAR, COMMENCING
FEBRUARY 1, 2026, PROVIDE THROUGH EMMA AN ANNUAL REPORT WHICH IS
CONSISTENT WITH THE REQUIREMENTS OF SUBSECTION (b) OF THIS SECTION.
(b)
(i)
The Annual Reports shall contain or incorporate by reference the
following:
(A)
Information with respect to status of amounts of
delinquencies and parcels delinquent (including amount of penalties and interest) and status of
foreclosure sales by tax parcel identification number as such matters relate to the “Special
Assessments” which are the subject of TABLE 5 of the Official Statement, dated ________, 2025;
provided, however, if there are no such delinquencies nothing need be included in the Annual
Report.
(B)
Current balances in the funds held pursuant to the “Reserve
Fund” described in the Official Statement.
(C)
Audited financial statements for the preceding fiscal year, if
any, such statements to be prepared on the basis of generally accepted accounting principles as
applied to governmental units. IF THE FISCAL YEAR OF THE ISSUER CHANGES, THE
ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION AGENT TO, FILE A NOTICE
OF SUCH CHANGE IN THE SAME MANNER AS FOR A NOTICE OF LISTED EVENT.
(ii)
The Annual Report may be submitted as a single document or as
separate documents comprising a package and may incorporate by reference from other documents
other information, including final offering documents of debt issues of the Issuer or related public
entities which have been submitted to the Municipal Securities Rulemaking Board. If the
document incorporated by reference is a final official statement, it must be available from the
Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other
document so incorporated by reference.
(iii)
If audited financial statements are to be included in an Annual
Report but are not available in time to satisfy the requirements of Subsection (a)(i) of this
Section, unaudited financial statements must be provided at the requisite time as part of the
Annual Report and as soon as possible (but not later than thirty (30) days) after such audited
financial statements become available, the audited financial statements shall be provided
through EMMA.
Section 3.
Reporting of Listed Events.
(a)
This Section shall govern the giving of notices of the occurrence of any of
the following events (the “Listed Events”) with respect to the Securities:
(i)
Principal and interest payment delinquencies.
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(ii)
Non-payment related defaults, if material.
(iii)
Unscheduled draws on debt service reserves reflecting financial
difficulties.
(iv)
Unscheduled draws on credit enhancements reflecting financial
difficulties.
(v)
Substitution of credit or liquidity providers, or their failure to
perform.
(vi)
Adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB)
or other material notices or determinations with respect to the tax status of the security, or other
material events affecting the tax status of the security.
(vii)
Modifications to rights of security holders, if material.
(viii) Bond calls, if material, and tender offers.
(ix)
Defeasances.
(x)
Release, substitution or sale of property securing repayment of the
securities, if material.
(xi)
Rating changes.
(xii)
Bankruptcy, insolvency, receivership or similar events of the
obligated person, being if any of the following occur: the appointment of a receiver, fiscal agent
or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in
any other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the obligated person, or if
such jurisdiction has been assumed by leaving the existing governing body and officials or officers
in possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the obligated person.
(xiii) The consummation of a merger, consolidation or acquisition
involving an obligated person or the sale of all or substantially all of the assets of the obligated
person, other than in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating to any such actions,
other than pursuant to its terms, if material.
(xiv) Appointment of a successor or additional trustee or the change of
the name of the trustee, if material.
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(xv)
Incurrence of a Financial Obligation of the obligated person, if
material, or agreement to covenants, events of default, remedies, priority rights, or other similar
terms of a Financial Obligation of the obligated person, any of which affect security holders, if
material.
(xvi) Default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of a Financial Obligation of the obligated person,
any of which reflect financial difficulties.
(xvii) Notice of a failure of the obligated person to provide required annual
financial information on or before the date specified in Section 2 above, including any non-
appropriation to cover applicable costs.
(b)
Whether events subject to the standard “material” would be material shall
be determined under applicable federal securities laws.
(c)
THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION
AGENT TO, PROMPTLY, BUT NOT MORE THAN TEN (10) BUSINESS DAYS
THEREAFTER, FILE A NOTICE OF LISTED EVENT OF SUCH OCCURRENCE
THROUGH EMMA.
Section 4.
Termination of Reporting Obligation. The obligations of the Issuer
pursuant to this Undertaking shall terminate upon the legal defeasance, prior redemption or
payment in full of all of the Securities. THE ISSUER SHALL, OR SHALL CAUSE THE
DISSEMINATION AGENT TO, GIVE NOTICE OF SUCH TERMINATION THROUGH
EMMA AS SOON AS PRACTICABLE, BUT NOT LATER THAN THE DATE AN ANNUAL
REPORT WOULD OTHERWISE HAVE BEEN DUE.
Section 5.
Amendment or Waiver.
(a)
Notwithstanding any other provision of this Undertaking, the Issuer may
amend this Undertaking, and any provision of this Undertaking may be waived, if such amendment
or waiver is supported by an opinion of counsel expert in federal securities laws, to the effect that
(i) such amendment or waiver is made in connection with a change in circumstances that arises
from a change in legal requirements, change in law or change in the identity, nature or status of
the Issuer or type of business conducted; (ii) this Undertaking, as amended or affected by such
waiver, would have complied with the requirements of the Rule at the time of the primary offering
of the Securities, after taking into account any amendments or interpretations of the Rule, as well
as any change in circumstances and (iii) such amendment or waiver does not materially impair the
interests of the owners of the Securities, as determined either by parties (such as bond counsel)
unaffiliated with the Issuer or by an approving vote of the registered owners of the Securities
pursuant to the terms of the Authorizing Document at the time of the amendments.
(b)
The Annual Report containing amended operating data or financial
information resulting from such amendment or waiver, if any, shall explain, in narrative form, the
reasons for the amendment or waiver and the impact of the change in the type of operating data or
financial information being provided. If an amendment or waiver is made specifying the
accounting principles to be followed in preparing financial statements, the Annual Report for the
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year in which the change is made shall present a comparison between the financial statements or
information prepared on the basis of the new accounting principles and those prepared on the basis
of the former accounting principles. Such comparison shall include a qualitative discussion of the
differences in the accounting principles and the impact of the change in the accounting principles
on the presentation of the financial information in order to provide information to investors to
enable them to evaluate the ability of the Issuer to meet its obligations. To the extent reasonably
feasible, such comparison also shall be quantitative. IF THE ACCOUNTING PRINCIPLES OF
THE ISSUER CHANGE, THE ISSUER SHALL, OR SHALL CAUSE THE DISSEMINATION
AGENT TO, FILE A NOTICE OF SUCH CHANGE IN THE SAME MANNER AS FOR A
NOTICE OF LISTED EVENT.
Section 6.
Additional Information. Nothing in this Undertaking shall be deemed to
prevent the Issuer from disseminating any other information, using the means of dissemination set
forth in this Undertaking or any other means of communication, or including any other information
in any Annual Report or Notice of Listed Event, in addition to that which is required by this
Undertaking. If the Issuer chooses to include any information in any Annual Report or Notice of
Listed Event in addition to that which is specifically required by this Undertaking, the Issuer shall
have no obligation under this Undertaking to update such information or include it in any future
Annual Report or Notice of Listed Event.
Section 7.
Default. In the event of a failure of the Issuer to comply with any provision
of this Undertaking, any owner of a Security for the benefit of which this Undertaking is being
provided may take such actions as may be necessary and appropriate, including seeking mandamus
or specific performance by court order, to cause the Issuer to comply with its obligations under
this Undertaking. A default under this Undertaking shall not be deemed an event of default for
other purposes of the Authorizing Document, and the sole remedy under this Undertaking in the
event of any failure of the Issuer to comply with this Undertaking shall be an action to compel
performance.
Section 8.
Dissemination Agent. The Issuer may, from time to time, appoint or engage
a Dissemination Agent to assist the Issuer in satisfying the obligations of the Issuer hereunder and
may discharge any such Dissemination Agent, with or without appointing a successor
Dissemination Agent.
Section 9.
Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall have only such duties as are specifically set forth in this Undertaking
and the applicable, related agency agreement, and, to the extent permitted by applicable law, the
Issuer shall indemnify and save the Dissemination Agent, its officers, directors, employees and
agents, harmless for, from and against any loss, expense and liabilities which the Dissemination
Agent may incur arising out of or in the exercise or performance of the powers and duties of the
Dissemination Agent pursuant to this Undertaking and the applicable, related agency agreement,
including the costs and expenses (including attorneys’ fees) of defending against any claim of
liability, but excluding liabilities due to the negligence or willful misconduct of the Dissemination
Agent. The obligations of the Issuer under this Section shall survive resignation or removal of the
Dissemination Agent and payment of the Securities.
[Signature page to Continuing Disclosure Undertaking]
Dated: _____________, 2025
WESTPARK COMMUNITY FACILITIES
DISTRICT (CITY OF BUCKEYE, ARIZONA)
By ...............................................................................
Chairman, Board of Directors