Extracted text (via pymupdf)
15545 characters
CITY OF EL MIRAGE, ARIZONA
PROCEDURES FOR COMPLIANCE WITH
CONTINUING DISCLOSURE UNDERTAKINGS
IMPLEMENTED FEBRUARY 15, 2022
These Procedures for Compliance with Continuing Disclosure Undertakings (these “Procedures”) set
forth procedures of the City of El Mirage, Arizona (the “Issuer”) to assist in compliance with the
continuing disclosure undertakings (“Continuing Disclosure Undertakings”) entered into by the Issuer in
connection with the offering of obligations of the Issuer subject to the continuing disclosure requirements
of Rule 15c212 (the “Rule”) promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934.
These Procedures document practices and describe various procedures for preparing and disseminating
annual financial information and reporting “listed events” for the benefit of the holders of the Issuer’s
obligations and to assist Participating Underwriters (within the meaning of the Rule) in complying with
the Rule.
Compliance with pertinent law is an ongoing process; necessary during the entire term of any obligations
issued by the Issuer, and is an integral component of the Issuer’s debt management. Implementation of
these Procedures will require ongoing monitoring and consultation with bond/disclosure counsel and the
Issuer’s accountants and advisors.
General Policies and Procedures
1.
The Finance Director of the Issuer (the “Compliance Officer”) will be responsible for
monitoring post-issuance compliance.
2.
The Compliance Officer will coordinate procedures for record retention and review of such
records.
3.
All documents and other records relating to obligations issued by the Issuer shall be
maintained by or at the direction of the Compliance Officer.
4.
The Compliance Officer will review post-issuance compliance procedures and systems on a
periodic basis, but not less than annually.
5.
The Compliance Officer will review the annual information required to be filed pursuant to
each Continuing Disclosure Undertaking.
6.
The Compliance Officer will train at least one other employee of the Issuer with respect to the
matters contained in these Procedures to facilitate compliance with the Continuing Disclosure
Undertakings in the event the Compliance Officer is no longer employed by the Issuer.
62203659
Continuing Disclosure
In order to monitor compliance by the Issuer with its Continuing Disclosure Undertakings, the
Compliance Officer will take the actions listed below, if and as required by such Continuing Disclosure
Undertakings. The Compliance Officer may coordinate with staff, and may engage a dissemination
agent, counsel, and/or other professionals to assist in discharging the Compliance Officer’s duties under
these Procedures as the Compliance Officer deems necessary.
A.
Compilation of Currently Effective Continuing Disclosure Undertakings
The Compliance Officer shall compile and maintain a set of all currently effective Continuing Disclosure
Undertakings of the Issuer. Such agreements are included in the transcript of proceedings for the Issuer’s
respective obligation issue. Continuing Disclosure Undertakings are “Currently Effective” for purposes
of these Procedures (and hence shall be included in the set of Currently Effective Continuing Disclosure
Undertakings) for so long as the obligations to which they relate are outstanding. As obligations are
completely repaid or redeemed, the Compliance Officer shall remove the related Continuing Disclosure
Undertakings from the set of Currently Effective Continuing Disclosure Undertakings.
B.
Compilation of Currently Effective Financial Obligations
The Compliance Officer shall compile and maintain a list of all currently effective Financial Obligations
of the Issuer. “Financial Obligations” means, for purposes of the Rule, a (i) debt obligation, (ii)
derivative instrument entered into in connection with or pledged as security or a source of payment for,
and existing or planned debt obligation, or (iii) a guarantee of (i) or (ii). For purposes of the Rule,
Financial Obligation shall not include municipal securities of the Issuer as to which a final official
statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule and
as to which a continuing disclosure undertaking has been executed and delivered by the Issuer consistent
with the Rule.
Such list shall include key terms of each Financial Obligation, such as date of incurrence, principal
amount, maturity, amortization, interest rate, default rates, security and source of payment and key
covenants.
C.
Annual Review and Annual Reporting Requirements
The Compliance Officer shall ensure that all necessary financial statements, financial information and
operating data is filed in the manner and by the filing dates set forth in the Currently Effective Continuing
Disclosure Undertakings. The Compliance Officer shall review the set of Currently Effective Continuing
Disclosure Undertakings annually, prior to each annual filing, keeping in mind:
•
The financial information and operating data required to be reported under a
particular Continuing Disclosure Undertaking may differ from the financial
information and operating data required to be reported under another Continuing
Disclosure Undertaking; and
•
The timing requirements for reporting under a particular Continuing Disclosure
Undertaking may differ from the timing requirements for filing under another
Continuing Disclosure Undertaking.
2
D.
Calendar; EMMA Notification System
The Compliance Officer shall keep a calendar of all pertinent filing dates required under the Issuer’s
Currently Effective Continuing Disclosure Undertakings. The Compliance Officer shall also subscribe to
notification services made available through the Electronic Municipal Market Access system of the
Municipal Securities Rulemaking Board.
E.
Annual Review of Prior Filings
As part of the annual review process, the Compliance Officer shall also review prior filings made within
the past five years subsequent to the last such review of prior filings. If the Compliance Officer discovers
any late or missing filings, the Compliance Officer (after discussing the circumstances with the Issuer’s
dissemination agent, counsel or other agents as necessary) shall file the missing information.
F.
Monitoring of Listed Events
The Compliance Officer shall monitor the occurrence of any of the following events and/or other events
set forth in the Currently Effective Continuing Disclosure Undertakings and shall provide notice of the
same in the required manner and by the relevant reporting deadline (generally within 10 days of the
occurrence):
1.
Principal and interest payment delinquencies;
2.
Non-payment related defaults, if material;
3.
Unscheduled draws on debt service reserves reflecting financial difficulties;
4.
Unscheduled draws on credit enhancements reflecting financial difficulties;
5.
Substitution of credit or liquidity providers, or their failure to perform;
6.
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 Issuer’s obligations, or other material events affecting the tax status of the
Issuer’s obligations;
7.
Modification to rights of holders of the Issuer’s obligations, if material;
8.
Calls of the Issuer’s obligations, if material, and tender offers;
9.
Defeasances of the Issuer’s obligations;
10.
Release, substitution or sale of property securing repayment of the Issuer’s
obligations, if material;
11.
Rating changes;
12.
Bankruptcy, insolvency, receivership or similar event of the Issuer;
3
13.
The consummation of a merger, consolidation, or acquisition involving the
Issuer or the sale of all or substantially all of the assets of the Issuer, 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;
14.
Appointment of a successor or additional trustee or the change of name of a
trustee, if material;
15.
Incurrence of a Financial Obligation of the Issuer, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the Issuer, any of which affect security holders, if material;
and
16.
Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Issuer, any of which
reflect financial difficulties.
The list of Currently Effective Financial Obligations compiled pursuant to B. above will assist in making
determinations with respect to Listed Events 15 and 16.
G.
Review of Official Statements
The Compliance Officer shall review drafts of any offering document for a new offering of
obligations, with assistance from its dissemination agent, counsel or other agents of the Issuer as
necessary, and shall determine that the offering document accurately and completely describes the
Issuer’s continuing disclosure compliance history within the five years prior to the date of the
respective Official Statement. This compliance review is not meant to limit the Issuer’s other
reviews of or diligence procedures relating to its offering documents.
H.
Record Retention
The Compliance Officer shall retain documentation evidencing the Issuer’s annual reviews and
its reviews of offering documents in connection with new offerings as set forth above. This Issuer
shall retain this documentation, for each Continuing Disclosure Undertaking, for the period that the
related obligations are outstanding.
I.
Annual Review Checklist
The Compliance Officer may use and retain the attached Annual Review Checklist to assist in
implementing these Procedures.
CONTINUING DISCLOSURE ANNUAL REVIEW CHECKLIST
1.
Fiscal Year Ending:
_____________________________________
2.
Compliance Officer:
_____________________________________
3.
Checklist Completion Date:
_____________________________________
4
4.
Obligations for which there are Currently Effective Continuing Disclosure Undertakings
- A tt a ch
Ag
r ee
m
e n t s :
$ , , dated , 20
$ , , dated , 20
$ , , dated , 20
$ , , dated , 20
$ , , dated , 20
$ , , dated , 20
$ , , dated , 20
5.
Have any new Obligations subject to Continuing Disclosure Been Issued this Year?
______ No
______ Yes (Add Agreement to Currently Effective Continuing Disclosure Undertakings)
If Yes, did the Compliance Officer review the Offering Document’s Description of the
Issuer’s Continuing Disclosure Compliance History within the Prior 5 Years?
Circle: Y/ N (If N, review and discuss any issues with counsel.)
6.
Have any Obligations subject to Continuing Disclosure Been Completely Paid or
Redeemed this Year?
______ No
______ Yes (Remove Agreement from Currently Effective Continuing Disclosure Undertakings)
5
7.
(a) Has the Compliance Officer Reviewed the Annual Continuing Disclosure Filing to
Ensure that all Necessary Financial Statements, Financial Information and Operating
Data is Included?
Yes
No (Compliance Officer must review the Annual Continuing Disclosure Filing)
(b) For purposes of this review, please keep in mind:
Checked?
Different Continuing Disclosure Undertakings may require different information to be
file (so check each one).
Y / N
Different Continuing Disclosure Undertakings may have different filing timing
requirements (so check each one).
Y / N
8.
Have any of the Following Listed Events Occurred this Year?
Event
Circle
1.
Principal and interest payment delinquencies.
Y / N
2.
Non-payment related defaults, if material.
Y / N
3.
Unscheduled draws on debt service reserves reflecting financial difficulties.
Y / N
4.
Unscheduled draws on credit enhancements reflecting financial difficulties.
Y / N
5.
Substitution of credit or liquidity providers, or their failure to perform.
Y / N
6.
Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701TEB) or other material notices or determinations with respect to the
tax status of the Issuer’s obligations, or other material events affecting the tax
status of the Issuer’s obligations.
Y / N
7.
Modification to rights of holders of the Issuer’s obligations, if material.
Y / N
8.
Calls of the Issuer’s obligations, if material, and tender offers.
Y / N
9.
Defeasances of the Issuer’s obligations.
Y / N
10.
Release, substitution or sale of property securing repayment of the Issuer’s
obligations, if material.
Y / N
11.
Rating changes.
Y / N
12.
Bankruptcy, insolvency, receivership or similar event of the Issuer.
Y / N
13.
The consummation of a merger, consolidation, or acquisition involving the Issuer or
the sale of all or substantially all of the assets of the Issuer, 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.
Y / N
14.
Appointment of a successor or additional trustee or the change of name of a trustee,
if material.
Y / N
6
15.
Incurrence of a Financial Obligation of the Issuer, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the Issuer, any of which affect security holders, if material.
Y / N
16.
Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Issuer, any of which
reflect financial difficulties.
Y / N
9.
If any such Event Occurred, was Proper Notice Provided?
Yes
No (Call your dissemination agent or counsel immediately to discuss)
N/A
10.
Has the Issuer Retained a Dissemination Agent?
Yes: Name/Contact:
No
7