The Issuer's City Treasurer will be responsible for overall administration and coordinator of these procedures and policies.
A. Purpose
This Continuing Disclosure Procedure and Policy (the “Disclosure Policy”) are promulgated by the City Treasurer to ensure that Salt Lake City, Utah, (the “City”) efficiently carries out its continuing disclosure obligations with respect to the municipal securities it issues or guarantees, pursuant to Rule 15c2-12, as amended (the “Rule”), promulgated under the Securities Exchange Act of 1934, as amended.
B. Definitions
The definitions set forth herein shall apply to any capitalized term used in this Disclosure Policy unless otherwise defined herein. In addition to such terms and the terms defined above, as used in this Disclosure Policy, the following capitalized terms shall have the following meanings:
“Auditor” means the independent auditor of the City.
“CAFR” means the Comprehensive Annual Financial Report annually prepared by the City’s Finance Department, which shall include, if prepared, a statement of net position, a statement of revenues, expenses and changes in net assets for the primary government, statement of net position, a statement of revenues, expenses and changes in fund net position and statement of cash flows and a balance sheet statement and statement of revenues, expenditures and changes in fund balance for governmental funds. All such financial information shall be prepared using generally accepted accounting principles as in effect from time to time and operating data and operating information ordinarily disclosed by municipal governments, and audited by a certified public accountant. The City may change the accounting principles used for preparation of such financial information so long as the City’s Finance Department includes as information provided to the public a statement to the effect that different accounting principles are being used, stating the reason for such change and how to compare the financial information provided by the differing financial accounting principles. For purposes of this Disclosure Policy, any reference herein discussing the submission of the CAFR shall include therein all Operating Data.
“City” means Salt Lake City, Utah.
“City Council” means the City Council of Salt Lake City, Utah.
“City Attorney” means the City Attorney or Deputy City Attorney of the City.
“City Treasurer” means the Treasurer of the City or the Acting Treasurer of the City. If this position is vacant or eliminated, the Debt Manager of the City shall be responsible for performing the duties of the City Treasurer under this Disclosure Policy.
“CUSIP” means Committee on Uniform Securities Identification Procedures. An identification number assigned by the CUSIP Service Bureau to each maturity of an issue intended to help facilitate the identification and clearance of securities.
“Disclosure Documents” means the official statements, offering and reoffering circulars, and similar disclosure documents prepared by or on behalf of the City in connection with the primary offering of its outstanding Obligations.
“Dissemination Agent” means that person designated in writing by the City to submit Disclosure Documents to EMMA.
“Employee” means any person who, as part of his or her employment with the City, has regular responsibility for the administration of matters related to Obligations.
“EMMA” means the Electronic Municipal Market Access system of the MSRB. Information regarding submissions to EMMA is available at http://emma.msrb.org/.
“Event” means any of the events listed in Schedule 1 of this Disclosure Policy.
“Finance Director” means the Finance Director of the City or the Acting Finance Director of the City, or a designated Finance Director.
“Fiscal Year” means the fiscal year of the City, being the period commencing on July 1 and ending on the following June 30.
“Mayor” means the Mayor of the City.
“MSRB” means the Municipal Securities Rulemaking Board or any other board or entity that succeeds to the functions currently delegated to the Municipal Securities Rulemaking Board by the Rule.
“Obligations” means any municipal securities issued by, or whose payment is guaranteed by, the City. A list of currently outstanding Obligations is set forth in Schedule 2 of this Disclosure Policy.
“Operating Data” means the City’s financial information and operating data disclosed pursuant to the City’s Undertakings and this Disclosure Policy.
“SEC’’ means the U.S. Securities and Exchange Commission.
“Undertakings” means those written undertakings of the City to file certain annual operating and financial information and notice of the occurrence of certain material events executed in connection with the primary offering of certain Obligations. A list of currently applicable Undertakings and their respective Obligations is set forth in Schedule 2 of this Disclosure Policy.
C. Annual Submission of CAFR
1. Each year not later than November 1st, the City Treasurer or his/her designee shall undertake a review of the City’s outstanding Obligations and Undertakings to determine what Operating Data must be submitted to comply with the Undertakings. Such Operating Data may be updated or submitted as part of the CAFR or it may be provided to EMMA in a supplemental report.
2. Within 180 to 185 days following the end of each Fiscal Year , while any Obligations remain outstanding, the City Treasurer shall submit or cause the CAFR to be submitted to the MSRB through EMMA as follows:
The City Treasurer shall provide copies of the CAFR to the Dissemination Agent as soon as the CAFR is available for the submission of the CAFR to the MSRB and shall simultaneously request a written confirmation from the Dissemination Agent that such filing has occurred within two days after the submission of the CAFR to the MSRB.
Not more than two days after the submission of the CAFR to the MSRB, the Dissemination Agent shall provide to the City Treasurer written confirmation that the CAFR has been submitted and filed properly with the MSRB through EMMA.
The City’s debt management team shall verify that all filings were properly filed by the Dissemination Agent upon receipt of the confirmation.
3. If the CAFR is not completed in time to submit it to the MSRB through EMMA within the time specified in paragraph 2 above, City Treasurer will file or cause to be filed other available financial schedules and/or tables normally contained in the CAFR and the unaudited financial statements available at that time in accordance with the policy and procedures set forth below under “Reporting of Events,” and in accordance with the Rule, and the City’s CAFR shall be submitted to the MSRB through EMMA as soon as it is available.
4. The CAFR may be submitted to the MSRB through EMMA in one document or a set of documents, or may be included by specific reference to documents available to the public on the MSRB’s Internet website or filed with the SEC. The City Treasurer or his/her designee shall clearly identify each such other document provided by cross-reference.
5. The CAFR may be incorporated by reference in other documents, including Disclosure Documents of debt issues with respect to which the City is an “obligated person” (as defined by the Rule), that have been filed with the MSRB through EMMA or the SEC. The City Treasurer or his/her designee shall clearly identify each such other document so incorporated by reference. In the event that the City Treasurer determines to so incorporate by reference the CAFR, the City Treasurer shall also file a notice through EMMA indicating that the CAFR for that year is contained in documents filed with the SEC or with the MSRB through EMMA.
D. Periodic Reporting of Events
1. The City Treasurer shall file or cause to be filed a notice of the occurrence of any Event or Events with the MSRB through EMMA with respect to any Obligations to which the Event or Events are applicable, in a timely manner not in excess of ten business days after the occurrence of the Event. The City Treasurer shall provide notice of such Event with the Dissemination Agent to be filed with the MSRB through EMMA, as required by the Rule. The Events to be disclosed are listed on Schedule 1 hereof, which the City Treasurer is responsible for updating in a timely manner in the event that there are future changes to the Rule that result in additions, changes, or deletions to the list of Events.
2. Whenever any Employee obtains actual knowledge of the occurrence of an Event, that Employee must inform the City Treasurer and the City Attorney in writing as soon as possible so that notice of such Event may be filed in accordance with Paragraph 6 of this Section.
E. Manner of Submission
1. The CAFR, Operating Data, and Event notices required to be submitted to the MSRB pursuant to the Disclosure Policy shall be submitted to the Dissemination Agent to be filed through EMMA in a searchable, electronic format, and shall be accompanied by identifying information, including all relevant CUSIP identification numbers of outstanding Obligations, in the manner prescribed by the MSRB, or in such other manner as is consistent with the Rule. A description of such format and information as currently prescribed by the MSRB is included in Exhibit A hereto.
F. Disclosure Training for City Employees
1. The City Treasurer is responsible for conducting any necessary annual training of city employees responsible for implementing this Disclosure Policy. Such training shall include a complete review of this Disclosure Policy, the Rule, the Undertakings, and the Events, and shall include a complete overview of the City’s obligations under the federal securities laws. Upon completion of the annual training, City employees responsible for the Undertakings, will provide written certification that they have completed the annual disclosure training and that they have reviewed and understand the Disclosure Policy, the Rule, the Undertakings and the Events, and that they will comply with the Disclosure Policy.
G. Public Statements Regarding Financial Information
1. Whenever City officials make public statements or release to the public information relating to the City’s finances and operations that is reasonably expected to reach investors and the trading markets (including, without limitation, all Event notices, statements in the CAFR, Operating Data and other reports and statements of the City), the City shall ensure that such statements and information are complete, true, and accurate in all material aspects. The Mayor, Finance Director, the City Treasurer, and the City Attorney shall work together to ensure that all public statements and information released by the City are accurate and not misleading in all material aspects and that the City complies with all applicable requirements of the Rule regarding continuing disclosure.
H. Issuance
1. Whenever the City issues its Obligations, preliminary or final Disclosure Documents are prepared by or on behalf of the City; each of these Disclosure Documents contains information relating to the City’s finances. The City’s finance team will discuss thoroughly the requirements contained in the related Undertaking, whether those provisions are consistent with the existing Undertakings or if there are new or unusual requirements. The City Treasurer shall share primary responsibility for ensuring that all such information is accurate and not misleading in any material aspect. Each Disclosure Document shall be accompanied by a certification by the City Treasurer that the information contained in the Disclosure Document regarding the City, as of the date of such Disclosure Document, does not contain any untrue statement of material fact or omit to state any material fact necessary to make the information contained in the Disclosure Document, in light of the circumstances under which it was provided, not misleading.
I. Additional Information
1. Nothing in this Disclosure Policy prevents the City from disseminating any other accurate information using the means of dissemination set forth in this Disclosure Policy or any other means of communication.
2. The City at any time may perform the duties of its Dissemination Agents upon giving them 30 days notice.
J. Amendments
1. The City will consult its bond counsel (and any other member of its finance team deemed appropriate, such as its financial advisor) before considering any substantive change to this Disclosure Policy.
Signed:_____________________________________ Dated __________, 2015.
Schedule 1 to the Disclosure Policy
List of Events
The SEC requires notification of the occurrence of any of the Events listed as (1) through (14) below with respect to any applicable Obligation. Notification must be provided in a timely manner, but not more than ten business days after its 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 Obligations, or other material events affecting the tax status of the Obligations;
7. Modifications to rights of the holders of the Obligations, if material;
8. Bond calls (other than mandatory sinking fund redemptions), if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property, if any, securing repayment of the Obligations, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the City;
13. The consummation of a merger, consolidation, or acquisition involving the City, or the sale of all or substantially all of the assets of the City, 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; and
14. Appointment of a successor trustee or the change of name of a trustee, if material.
Schedule 2 to the Disclosure Policy
List of Outstanding Obligations with Undertakings
As of __________, 2014, to be updated annually
[To be provided by City]
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List of Current Undertakings
EXHIBIT A
MSRB PROCEDURES FOR SUBMISSION OF CONTINUING DISCLOSURE DOCUMENTS AND RELATED INFORMATION
Securities and Exchange Commission Release No. 34-59061 (the “Release”) approves an MSRB rule change establishing a continuing disclosure service of the MSRB’s Electronic Municipal Market Access system (“EMMA”). The rule change establishes, as a component of EMMA, the continuing disclosure service for the receipt of, and for making available to the public, continuing disclosure documents and related information to be submitted by issuers, obligated persons and their agents pursuant to continuing disclosure undertakings entered into consistent with Rule 15c2-12 (“Rule 15c2-12”) under the Securities Exchange Act of 1934. The following discussion summarizes procedures for filing continuing disclosure documents and related information with the MSRB as described in the Release.
All continuing disclosure documents and related information is to be submitted to the MSRB, free of charge, through an Internet-based electronic submitter interface or electronic computer-to computer data connection, at the election of the submitter. The submitter is to provide, at the time of submission, information necessary to accurately identify: (i) the category of information being provided; (ii) the period covered by any annual financial information, financial statements or other financial information or operating data; (iii) the issues or specific securities to which such document is related or otherwise material (including CUSIP number, issuer name, state, issue description/securities name, date, maturity date and/or coupon rate); (iv) the name of any obligated person other than the issuer; (v) the name and date of the document; and (vi) contact information for the submitter. Submissions to the MSRB are to be made as portable document format (PDF) files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means. If the submitted file is a reproduction of the original document, the submitted file must maintain the graphical and textual integrity of the original document. In addition, as of January 1, 2010, such PDF files must be word-searchable (that is, allowing the user to search for specific terms used within the document through a search or find function), provided that diagrams, images and other non-textual elements will not be required to be word-searchable.
All submissions to the MSRB’s continuing disclosure service are to be made through password protected accounts on EMMA by: (i) issuers, which may submit any documents with respect to their municipal securities; (ii) obligated persons, which may submit any documents with respect to any municipal securities for which they are obligated; and (iii) agents, designated by issuers and obligated persons to submit documents and information on their behalf. Such designated agents are required to register to obtain password-protected accounts on EMMA in order to make submissions on behalf of the designating issuers or obligated persons. Any party identified in a continuing disclosure undertaking as a dissemination agent or other party responsible for disseminating continuing disclosure documents on behalf of an issuer or obligated person will be permitted to act as a designated agent for such issuer or obligated person, without a designation being made by the issuer or obligated person as described above, if such party certifies through the EMMA on-line account management utility that it is authorized to disseminate continuing disclosure documents on behalf of the issuer or obligated person under the continuing disclosure undertaking. The issuer or obligated person, through the EMMA on-line account management utility, is able to revoke the authority of such party to act as a designated agent.
The MSRB’s Internet-based electronic submitter interface (EMMA Dataport) is at www.emma.msrb.org.