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HomeMy WebLinkAboutResolutions - 20-16 - 11/02/2020 - Adopting a disclosure complaince policy EXTRACT of MINUTES of a regular public meeting of the City Council of the City of McHenry, McHenry County, Illinois, held in the City Council Chambers of the City of McHenry Municipal Center, 333 South Green Street, McHenry, Illinois, in said City, at 7 o'clock P.M. on the 2nd day of November, 2020. The meeting was called to order by the Mayor, and upon the roll being called, Wayne Jett, the Mayor, and the following Aldermen were physically present at said location: Santi, Glab, Schaefer, Harding ,Mihevc, Devine, Miller. The following Aldermen were allowed by a majority of the City Council in accordance with and to the extent allowed by rules adopted by the City Council to attend the meeting by video or audio conference:n/a. No Alderman was not permitted to attend the meeting by video or audio conference. The following Aldermen were absent and did not participate in the meeting in any manner or to any extent whatsoever: n/a. The Mayor announced that the City Council would consider a resolution adopting a disclosure compliance policy of the City. Whereupon, Alderman Santi presented and the City Clerk read by title a resolution as follows, a copy of which was provided to each Alderman prior to said meeting and to everyone in attendance at said meeting who requested a copy: Resolution and Exhibit A Disclosure Compliance Policy 400 RESOLUTION 20-16 RESOLUTION adopting a disclosure compliance policy of the City of McHenry, McHenry County, Illinois. WHEREAS, the City Council (the "Council") of the City of McHenry, McHenry County, Illinois(the "City"),has determined that it is necessary and in the best interest of the City to ensure compliance with its responsibilities under federal securities laws, including its continuing disclosure undertakings (the "Undertakings")under Rule 15c2-12 of the Securities Exchange Act of 1934,as amended(the "Rule"), and the statements of the Securities and Exchange Commission (the "SEC") in enforcement actions; and WHEREAS, it is necessary and in the best interest of the City that the City adopt appropriate policies and procedures (the "Disclosure Policies and Procedures") and training to enable the City to create accurate disclosures with respect to its (i)preliminary official statements, final official statements and any supplements or amendments thereto,disseminated by the City pursuant to the issuance by the City of any bonds, notes, certificates or other obligations, (ii) Financial Information, as required by and defined in the Undertakings to be filed with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access ("EMMA") system, and (iii) notices of Material Events or Reportable Events, each as defined in the Undertakings,and any other required or voluntary disclosures to EMMA: Now, THEREFORE, Be It and It Is Hereby Resolved by the City Council of the City of McHenry, McHenry County, Illinois, as follows: Section 1. The Council hereby finds that all of the recitals contained in the preambles to this Resolution are full, true and correct and does incorporate them into this Resolution by this reference. Section 2. The Council and the City hereby adopt the Disclosure Policies and Procedures attached as Exhibit A hereto and made a part hereof and,in doing so,amend any similar disclosure policies and procedures heretofore adopted. Section 3. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution. Section 4. All resolutions or parts thereof in conflict herewith be and the same are hereby repealed and this Resolution shall be in full force and effect forthwith upon its adoption. Adopted November 2, 2020. Ma or, ity o McHenry, Attest: McHenry County, Illinois Dee.Or C 1.rr City Clerk, City of McH nry, McHenry County, Illinois -2- EXHIBIT A CITY OF MCHENRY,MCHENRY COUNTY,ILLINOIS (THE "CITY") POLICIES AND PROCEDURES FOR PREPARING AND UPDATING DISCLOSURES Pursuant to the City's responsibilities under the securities laws, including its continuing disclosure undertakings (the "Undertakings")under Rule 15c2-12 of the Securities Exchange Act of 1934, as amended, and the Securities and Exchange Commission's statements in enforcement actions, it is necessary and in the best interest of the City that the City's (i) preliminary and final official statements or offering circulars and any supplements or amendments thereto (collectively, the "Official Statements"), disseminated by the City in connection with any bonds, notes, certificates or other obligations, (ii) Annual Financial Information or Financial Information, as required by and defined in the Undertakings(the "Annual Financial Information")to be filed with the Municipal Securities Rulemaking Board's ("MSRB") Electronic Municipal Market Access ("EMMA") system, and (iii) notices of Material Events or Reportable Events, each as defined in the Undertakings, and any other required or voluntary disclosures to EMMA (each, an "EMW Notice") comply in all material respects with the federal securities laws. Further, it is necessary and in the best interest of the City that the City adopt policies and procedures to enable the City to create accurate disclosures with respect to its (i) Official Statements, (ii) Annual Financial Information, and (iii) EMMA Notices. Official Statements, Annual Financial Information and EMMA Notices are collectively referred to herein as the "Disclosures. " In response to these interests,the City hereby adopts the following policies and procedures (the "Disclosure Policy"): (a) Disclosure Officer. The Finance Director of the City (the "Disclosure Officer") is hereby designated as the officer responsible for the procedures related to Disclosures as hereinafter set forth(collectively, the "Disclosure Procedures"). (b) Disclosure Procedures: Official Statements. Whenever an Official Statement will be disseminated in connection with the issuance of obligations by the City, the Disclosure Officer will oversee the process of preparing the Official Statement pursuant to the following procedures: 1. The City shall select (a) the working group for the transaction, which group may include outside professionals such as disclosure counsel, a municipal advisor and an underwriter (the "Working Group") and (b) the member of the Working Group responsible for preparing the first draft of the Official Statement. 2. The Disclosure Officer shall review and make comments on the first draft of the Official Statement. Such review shall be done in order to determine that the Official Statement does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in the Official Statement not misleading. Particular attention shall be paid to the accuracy of all descriptions, significant information and financial data regarding the City. Examples include confirming that information relating to the City, including but not limited to demographic changes, the addition or loss of major employers,the addition or loss of major taxpayers or any other material information within the knowledge of the Disclosure Officer, is included and properly disclosed. The Disclosure Officer shall also be responsible for ensuring that the financial data presented with regard to the City is accurate and corresponds with the financial information in the City's possession, including but not limited to information regarding bonded indebtedness, notes, certificates, outstanding leases, tax rates or any other financial information of the City presented in the Official Statement. 3. After completion of the review set forth in 2. above, the Disclosure Officer shall (a) discuss the first draft of the Official Statement with the members of the Working Group and such staff and officials of the City as the Disclosure Officer deems necessary and appropriate and(b) provide comments,as appropriate, to the members of the Working Group. The Disclosure Officer shall also consider comments from members of the Working Group and whether any additional changes to the Official Statement are necessary or desirable to make the document compliant with the requirements set forth in 2. above. 4. The Disclosure Officer shall continue to review subsequent drafts of the Official Statement in the manner set forth in 2. and 3. above. 5. If, in the Disclosure Officer's reasonable judgment, the Official Statement does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made in the Official Statement not misleading, the Official Statement may, in the reasonable discretion of the Disclosure Officer, be released for dissemination to the public; provided, however, that the use of the Official Statement must be ratified, approved and authorized by the City Council of the City (the "Council"). A-2 (c) Disclosure Procedures: Annual Financial Information. The Disclosure Officer will oversee the process of preparing the Annual Financial Information pursuant to these procedures: 1. By October 15th of each year (the same being at least 30 days prior to the last date on which the Annual Financial Information is required to be disseminated pursuant to the related Undertaking, the Disclosure Officer shall begin to prepare (or hire an agent to prepare) the Annual Financial Information. The Disclosure Officer shall also review the audited or unaudited financial statements, as applicable, to be filed as part of the Annual Financial Information (the "Financial Statements"). In addition to the required updating of the Annual Financial Information, the Disclosure Officer should consider whether additional information needs to be added to the Annual Financial Information in order to make the Annual Financial Information, including the Financial Statements, taken as a whole, correct and complete in all material respects. For example, if disclosure of events that occurred subsequent to the date of the Financial Statements would be necessary in order to clarify, enhance or correct information presented in the Financial Statements, in order to make the Annual Financial Information, taken as a whole,correct and complete in all material respects,disclosure of such subsequent events should be made. 2. If, in the Disclosure Officer's reasonable judgment, the Annual Financial Information, including the Financial Statements, is correct and complete in all material respects, the Disclosure Officer shall file the Annual Financial Information with EMMA (or confirm that such filing is completed by any agent hired by the City for such purpose) within the timeframe allowed for such filing. (d) Disclosure Procedures: Reportable Events. The Disclosure Officer will prepare (or hire an agent to prepare) Reportable Event Disclosure and file the same with EMMA (or confirm that such filing is completed by an agent hired by the City for such purpose) in a timely manner(not in excess of ten business days after the occurrence of the Reportable Event). Incurrence of a Financial Obligation, if material, or agreement to covenants, events of default, remedies,priority rights, or other similar terms of a Financial Obligation, any of which affect security holders, if material, is a Reportable Event. Upon the incurrence of any Financial Obligation, as such term is defined in the Undertaking,the Disclosure Officer shall review such Financial Obligation and assess whether such Financial Obligation is material. If,in connection with such Financial Obligation,the City has agreed to any covenant, event of default, remedy, priority right or other similar term which affects security holders, the Disclosure Officer shall further review such term and assess whether the same is material. The Disclosure Officer shall prepare a summary of such review. If, in the Disclosure Officer's reasonable judgment, following consultation with financial or legal professionals as necessary, such Financial Obligation and/or term of such Financial Obligation is deemed material, the Disclosure Officer shall file a summary of such Financial Obligation(or the entire financing document, provided that confidential or sensitive information may be redacted to the extent such redaction does not prevent all A-3 material terms from being disclosed) with EMMA not in excess of ten business days after the incurrence of such Financial Obligation. (e) Disclosure Procedures: EMMA Notices. Whenever the City determines to file an EMMA Notice, or whenever the City decides to make a voluntary filing to EMMA, the Disclosure Officer will oversee the process of preparing the EMMA Notice pursuant to these procedures: l. The Disclosure Officer shall prepare(or hire an agent to prepare)the EMMA Notice. The EMMA Notice shall be prepared in the form required by the MSRB. 2. In the case of a disclosure required by an Undertaking, the Disclosure Officer shall determine whether any changes to the EMMA Notice are necessary to make the document compliant with the Undertaking. 3. If, in the Disclosure Officer's reasonable judgment, the EMMA Notice is correct and complete and, in the case of a disclosure required by an Undertaking, complies with the Undertaking, the Disclosure Officer shall file the EMMA Notice with EMMA (or confirm that such filing is completed by any agent hired by the City for such purpose) within the timeframe allowed for such filing. (f) Additional Responsibilities of the Disclosure Officer. The Disclosure Officer, in addition to the specific responsibilities outlined above, shall have general oversight of the entire disclosure process, which shall include: 1. Maintaining appropriate records of compliance with this Disclosure Policy (including proofs of EMMA filings) and decisions made with respect to issues that have been raised; 2. Evaluating the effectiveness of the procedures contained in this Disclosure Policy; and 3. Making recommendations to the Council as to whether revisions or modifications to this Disclosure Policy are appropriate. (g) General Principles. 1. All participants in the disclosure process should be encouraged to raise potential disclosure items at all times in the process. 2. The process of revising and updating the Disclosures should not be viewed as a mechanical insertion of current numbers. While it is not anticipated that there will be major changes in the form and content of the Disclosures at the time of each update, the Disclosure Officer should consider whether such changes are necessary or desirable in order to make sure the Disclosure does not make any A-4 untrue statement of a material fact or omit to state a material fact necessary or desirable, in order to make the statements made, in light of the circumstances in which they were made, not misleading at the time of each update. 3. Whenever the City releases information, whether in written or spoken form, that may reasonably be expected to reach investors, it is said to be "speaking to the market." When speaking to the market, City officials must be sure that the released information does not make any untrue statement of a material fact or omit to state a material fact necessary or desirable, in order to make the statements made, in light of the circumstances in which they were made, not misleading. 4. While care should be taken not to shortcut or eliminate any steps outlined in this Disclosure Policy on an ad hoc basis, the review and maintenance of the Disclosures is a fluid process and recommendations for improvement of these Disclosure Procedures should be solicited and regularly considered. 5. The Disclosure Officer is authorized to request and pay for attendance at relevant conferences or presentations or annual training sessions conducted by outside counsel, consultants or experts in order to ensure a sufficient level of knowledge for the effective administration of this Disclosure Policy. A-5 STATE OF ILLINOIS ) ) SS COUNTY OF MCHENRY ) CERTIFICATION OF MINUTES AND RESOLUTION I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of the City of McHenry, McHenry County Illinois (the "City"), and as such officer I am the keeper of the books, records, files, and journal of proceedings of the City and of the City Council thereof (the "Council"). I do further certify that the foregoing constitutes a full, true and complete transcript of the minutes of the meeting of the City Council held on the 2nd day of November, 2020 RESOLUTION adopting a disclosure compliance policy of the City of McHenry, McHenry County, Illinois. a true, correct and complete copy of which said resolution as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the Council on the adoption of said resolution were taken openly, that the vote on the adoption of said resolution was taken openly, that said meeting was held at a specified time and place convenient to the public,that notice of said meeting was duly given to all of the news media requesting such notice, that an agenda for said meeting was posted at the principal office of the Council at least 48 hours in advance of the holding of said meeting, that said agenda contained a separate specific item concerning the proposed adoption of said resolution, a true, correct and complete copy of said agenda as so posted being attached to this certificate as Exhibit A, that at least one copy of said agenda was continuously available for public review during the entire 48-hour period preceding said meeting, that said meeting was called and held in strict accordance with the provisions of the Illinois Municipal Code, as amended, and the Open Meetings Act of the State of Illinois, as amended, and that the Council has complied with all of the applicable provisions of said Code and said Act and its procedural rules in the adoption of said resolution. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the City, this 3�d day of November, 2020. b 77 Q City Clerk Dr�•�j r� [SEAL] Alderman Santi moved and Alderman Glab seconded the motion that said resolution as presented and read by title be adopted. After a full discussion thereof, the Mayor directed that the roll be called for a vote upon the motion to adopt said resolution. Upon the roll being called, the following Aldermen voted AYE: Santi, Glab, Schaefer, Harding, Mihevc, Devine, Miller. and the following Aldermen voted NAY: none. Whereupon the Mayor declared the motion carried and said resolution adopted, approved and signed the same in open meeting and directed the City Clerk to record the same in full in the records of the City Council of the City of McHenry, McHenry County, Illinois, which was done. Other business not pertinent to the adoption of said resolution was duly transacted at said meeting. Upon motion duly made, seconded and carried,the meeting was adjourned. City Clerk Aim ray 1,'t