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
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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").
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(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
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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
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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.
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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