03-09-20-4.4 - Resolution - 03/09/2020RESOLUTION NO. 03-09-20-4.4
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COLLEGE STATION,
TEXAS ADOPTING A CONTINUING DISCLOSURE POLICY AND PROCEDURES
POLICY; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, the Finance Department recommends formalizing certain financial
policies of the City in order to strengthen financial operations including the formal adoption
of a Continuing Disclosure Policy and Procedures document; and
WHEREAS, the City Council of the City of College Station, Texas, determines it to
be in the best interests of the general public to adopt this policy and procedures
document; now therefore
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE
STATION, TEXAS:
SECTION 1. That the City Council has reviewed the Continuing Disclosure Policy
and Procedures document attached hereto as Exhibit “A” and made a part hereof for all
purposes, and hereby approves and adopts said Continuing Disclosure Policy and
Procedures for the City of College Station, Texas.
SECTION 2. That this Resolution shall take effect immediately from and after the
passage hereof.
ADOPTED this 9TH day of March, 2020.
________________________________
Karl Mooney, Mayor
ATTEST: APPROVED:
_________________________ ___________________
Tanya Smith City Attorney
City Secretary
RESOLUTION NO. 03-09-20-4.4 Page 2 of 24
Exhibit “A”
2020
Continuing Disclosure
Policy and Procedure
FISCAL SERVICES
CITY OF COLLEGE STATION
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Table of Contents
1. PURPOSE AND INTENT ................................................................................................................................. 3
2. DEFINITIONS ................................................................................................................................................ 3
3. DISCLOSURE WORKING GROUP ................................................................................................................... 5
3.1.DWG CHAIR RESPONSIBILITIES .............................................................................................................. 5
3.2.DWG RESPONSIBILITIES ......................................................................................................................... 6
4. DISCLOSURE PROCEDURES .......................................................................................................................... 7
4.1.PRIMARY DISCLOSURE ........................................................................................................................... 7
4.2.CONTINUING DISCLOSURE .................................................................................................................. 10
4.2.1.AUDITED FINANCIAL STATEMENTS ........................................................................................... 10
4.2.1.1.ANNUAL REPORT ............................................................................................................... 11
4.2.1.2.EVENT NOTICES ................................................................................................................. 12
4.2.1.3.VOLUNTARY FILINGS WITH EMMA .................................................................................... 16
4.2.1.4.RATING AGENCY PRESENTATIONS ..................................................................................... 17
4.2.1.5.INVESTOR PRESENTATIONS ............................................................................................... 18
4.2.1.6.WEBSITE DISCLOSURE ....................................................................................................... 18
5. ANNUAL REVIEW OF PROCEDURES ........................................................................................................... 19
6. ANNUAL TRAINING .................................................................................................................................... 19
7. RECORD RETENTION .................................................................................................................................. 20
8. INTERNAL USE ONLY .................................................................................................................................. 20
9. DISCLOSURE DISSEMINATION AGENT ....................................................................................................... 20
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1. PURPOSE AND INTENT
It is the stated policy and objective of City of College Station, Texas (the “City”) to (i) ensure that the
City’s financial disclosures are fair and accurate, and comply with all applicable federal and state securities
laws, (ii) satisfy in a timely manner all contractual obligations undertaken pursuant to the City’s
Continuing Disclosure Undertakings in connection with its debt obligations, and (iii) promote best practices
relating to financial and operating disclosures by the City.
This Disclosure Policy and Procedures (the “Procedures”) is hereby adopted by the City on the date set
forth in this document for the purpose of establishing, maintaining, and evidencing compliance with
internal procedures, promoting compliance with federal and state securities laws, documenting the
process for preparing and reviewing Disclosure Documents, and assisting the City’s compliance with its
Continuing Disclosure Undertakings.
It is the intention of the City to modify or amend these Procedures in the future in order to comply with
any changes in legal or regulatory requirements to the extent such changes may apply to the City and its
obligations, or improve the realization of the purpose and intent of these Procedures.
2. DEFINITIONS
Capitalized terms used in these Procedures shall have the meanings set forth below:
“Auditor” means the independent outside auditor retained by the City to conduct an annual audit
of the City and prepare a report thereon.
“Annual Report” means the annual financial information and operating data required to be filed
pursuant to the Continuing Disclosure Undertakings.
“Annual Review” means the annual evaluation of the Procedures that is performed by the
Disclosure Working Group (the “DWG”).
“Annual Training” means annual disclosure training for staff and officials of the City involved
in preparing or approving the Disclosure Documents.
“Audited Financial Statements” means the audited financial statements or comprehensive annual
financial reports of the City.
“Bond Counsel” means the attorney or law firm retained to provide an opinion regarding the
validity of the bonds or other municipal securities described in the Offering Documents.
“Continuing Disclosure Undertakings” means the City’s contractual obligations relating to its
outstanding securities entered into to permit the underwriters of such securities to comply with
the Rule.
“Continuing Disclosure Undertakings Master List” means a current list of each Continuing
Disclosure Undertaking of the City, identified by name of the issue covered and the CUSIP
numbers associated therewith, for which the City remains obligated to advance funds to pay
or support the municipal securities covered, together with a
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description of the tables and other matters required in the Annual Report for such Continuing
Disclosure Undertaking, the date on or before which the Annual Report and Audited Financial
Statements must be filed, a description of information required in any notice of a failure to
file the Annual Report and Audited Financial Statements, and a description of each Event
Notice which must be filed and whether the event must be filed in a timely manner or within
ten business days of the occurrence of the event. The Continuing Disclosure Undertakings Mater
List shall also identify all “obligated persons” as defined in the Rule.
“Contributors” means those City staff members and officials involved in preparing or approving
the Disclosure Documents or additional staff members assigned by the DWG Chair or identified
to the DWG Chair by a director or manager of a department, agency, office or other unit of the
City, to assist with the review or preparation of one or more sections of a Disclosure Document.
“Disclosure Counsel” means the law firm retained by the City to provide advice with respect
to the City’s obligations under federal securities law.
“Disclosure Document” means any of the City’s documents and materials prepared, issued,
or distributed in connection with the City’s disclosure obligations under applicable federal
securities laws or that could potentially subject the City to liability under applicable federal
securities laws, and shall include, but not be limited to, the following: the Offering Documents;
the Annual Report; any filing made by the City with EMMA pursuant to Continuing Disclosure
Undertakings, including an Event Notice; any voluntary filing made by the City that is filed on EMMA;
investor presentations; rating agency presentations; and any other document that is reviewed and
approved in accordance with these Procedures.
“Disclosure Working Group” or “DWG” means the City’s , Director of Fiscal Services, Assistant
Director of Fiscal Services, Accounting Manager / Controller or the designee of any of the foregoing
and the Financial Advisor.
“Disclosure Working Group Chair” or “DWG Chair” means the Director of Fiscal Services, or a
designee authorized by the Assistant City Manager CFO to act upon the their behalf.
“EMMA” means the Electronic Municipal Market Access system maintained by the MSRB.
“Event Notice” means a notice for any of the events listed in the Rule and which are listed in Section
4.2.1.2 herein.
“Financial Advisor” means an individual or firm providing financial advice to the City, including
a municipal advisor.
“Financial Obligation” means a: (A) debt obligation; (B) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (C) guarantee of (A) or (B). The term Financial Obligation does not include municipal
securities as to which a final official statement has been provided to the MSRB consistent with
the Rule.
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“Financial Obligations Master List” means a list of the City’s existing Financial Obligations. The
Financial Obligations Master List should include for each Financial Obligation listed such
terms of the Financial Obligation as may be necessary to comply with the information reporting
requirements of event (15) under the Rule and monitoring requirements of event (16) under
the Rule. The Financial Obligations Master List should be updated on a continuing basis upon
incurrence of each new Financial Obligation or modification of an existing Financial Obligation.
“Financing Group” means, the DWG, Bond Counsel, Disclosure Counsel, the Financial Advisor,
the Underwriter, counsel to the Underwriter, and any other party engaged by the City to assist
in the offer, placement, and sale of the bonds or municipal securities described in an Offering
Document.
“MSRB” means the Municipal Securities Rulemaking Board.
“Offering Documents” means all preliminary and final official statements, offering memoranda
and other materials prepared by or for the City, together with any amendments or supplements
thereto, for use in connection with the offering of notes, bonds, other municipal securities,
or other obligations of the City subject to the antifraud provisions of federal securities law.
“Required Date” means the latest date or dates after the end of the City’s fiscal year when the
Audited Financial Statements and Annual Report are required to be filed with the MSRB
under the City’s Continuing Disclosure Undertakings, as identified by the Continuing Disclosure
Undertakings Master List.
“Rule” means Securities and Exchange Commission Rule 15c2-12, adopted pursuant to the
Securities Exchange Act of 1934, 17 CFR § 240.15c2-12, as amended from time to time.
“”Senior City Officials” means Assistant City Manager / CFO, Deputy City Manager or City
Manager
“Underwriter” means the broker, dealer, or municipal securities dealer offering or placing the
bonds or other municipal securities described in the Offering Documents to or with investors.
3. DISCLOSURE WORKING GROUP
3.1. DWG CHAIR RESPONSIBILITIES
The DWG Chair is responsible for oversight of compliance with these Procedures. The DWG Chair is
the leader of the DWG and responsibilities include:
3.1.1. being the primary point of contact or establishing the primary point of contact
regarding issues or information that should or may need to be disclosed in the Disclosure
Documents;
3.1.2. assigning or overseeing the assignment of responsibilities and coordinating with
Contributors for assembling, drafting, and verifying the accuracy of information in the
Disclosure Documents;
3.1.3. establishing the schedule or timing requirements for drafting, reviewing, revising,
and approving the Disclosure Documents, including the circulation and review of the draft
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Disclosure Documents;
3.1.4. communicating with senior City Officials regarding the Disclosure Documents;
3.1.5. If designated by Senior City Officials serve or assist in, serving as the spokesperson
to investors and the public on questions regarding disclosure matters of the City;
3.1.6. monitoring compliance with these Procedures;
3.1.7. maintaining records demonstrating the City’s compliance with these Procedures;
3.1.8. scheduling and coordinating the Annual Review;
3.1.9. recommending to the governing body of the City, consideration of changes to these
Procedures;
3.1.10. maintaining the Continuing Disclosure Undertakings Master List and the Financial
Obligations Master List;
3.1.11. scheduling and coordinating the Annual Training; and
3.1.12. filing or causing the filing of Disclosure Documents, including the Audited Financial
Statements, the Annual Report, and Event Notices with EMMA by the deadlines stated
in the Continuing Disclosure Undertakings.
The DWG Chair may designate staff or, upon approval of the City Council, engage the Financial
Advisor to assist in the execution of responsibilities above, if appropriate.
3.2. DWG RESPONSIBILITIES
The DWG is responsible for compliance with these Procedures and promoting compliance with
federal and state securities laws. Responsibilities include the following:
3.2.1. consulting and coordinating with various parties and offices of the City regarding the
content of the Disclosure Documents,
3.2.2. determining the content of the Disclosure Documents,
3.2.3. reviewing and revising drafts of the Disclosure Documents including with Bond
Counsel and Disclosure Counsel, and
3.2.4. approving the final versions of the Disclosure Documents.
The DWG shall meet no less often than annually to fulfill its obligations under these
Procedures. The DWG shall also meet prior to the posting of any Disclosure Document relating
to the issuance of bonds. The DWG is encouraged to provide suggestions to improve these
Procedures and the Disclosure Documents in the Annual Review or as otherwise needed. The
DWG may consult with Bond Counsel, Disclosure Counsel, the Financial Advisor, and the Auditor
as necessary in connection with carrying out their obligations under these procedures.
Contributors, staff and officials must cooperate with the DWG and provide the DWG with any
information, assurances or certifications that it deems necessary to ensure that the Disclosure
Documents are accurate and complete in all material respects.
All information that is discussed and contained in the Disclosure Documents or that is
submitted to the DWG for inclusion in the Disclosure Documents should be kept
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confidential, to the extent allowed by law, and may not be transmitted to third parties without the
express permission of the DWG.
4. DISCLOSURE PROCEDURES
4.1. PRIMARY DISCLOSURE
The following process will be used in connection with reviewing the form and content of Offering
Documents and any supplements thereto.
DWG CHAIR: OFFERING DOCUMENT REVIEW PROCESS
The DWG Chair will coordinate with the Financing Group and the DWG to (i) ensure that all
appropriate members of the DWG are included on the distribution lists of the Financing Group,
(ii) assign portions of the Offering Documents, including appendices, to Contributors with
responsibility for the financial information or operating data described therein, as follows:
General Obligation Bond/Certificate of Obligation Bond Offering Documents
o Financial Advisor will prepare the initial draft of Offering Document and
appendices thereto for review by the DWG and Financing Group and manage the
incorporation of comments to the Offering Documents received from DWG,
Contributors and the Financing Group.
o Assistant Finance Director is responsible for drafting or obtaining information in the
Offering Document relating to:
(i) compilation of tables,
(ii) coordinating a review, with the assistance of the Financial Advisor and
Disclosure Counsel, of the City’s compliance with its Continuing Disclosure
Undertakings for the past five years and reviewing the information regarding the
same in the Offering Document. Such review shall include a review of the
Continuing Disclosure Undertakings Master List, the Financial Obligation
Master List and the City’s filings with EMMA for the preceding five years to
determine whether any failure to comply has occurred, and
(iii) information in the Offering Document regarding the operation of the City
and any tax increment financing zones, public improvement districts and
economic development agreements.
o Director of Fiscal Services is responsible for updates to information regarding the
City’s hotel occupancy tax in the Offering Document.
o Assistant Finance Director is responsible for updating information in the tables in the
Offering Document that are compiled from the CAFR.
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o City Attorney will review, and if necessary, consult with City staff and other
consultants and attorneys regarding disclosures contained in the Offering Document
related to litigation, ongoing investigations and other legal matters, including the
section labeled “Litigation” in the Offering Document.
o Assistant Finance Director is responsible for the compilation of and information in the
self-supporting debt tables in the Offering Document.
o Bond Counsel and Disclosure Counsel will review and comment on disclosures related
to the ordinance authorizing the debt obligations, the description of the continuing
disclosure undertaking and federal income tax considerations contained in the
Offering Document.
Electric, Waterworks and Wastewater System Revenue Bonds/Drainage System Bonds
Offering Document.
o Financial Advisor will prepare the initial draft of Offering Document and
appendices thereto for review by the DWG and Financing Group and manage the
incorporation of comments to the Offering Documents received from DWG,
Contributors and the Financing Group.
o Assistant Finance Director will update tables relating to water and sewer/drainage
revenues and expenditures and the description of the City’s water and sewer
system or drainage utility system in the Offering Document and shall send such
updates to Director of Fiscal Services for review.
o Director of Fiscal Services will sign off on all tables and descriptions of the City’s
water and sewer or drainage utility system in the Offering Document.
o City Attorney will review, and if necessary, consult with City staff and other
consultants and attorneys regarding disclosures contained in the Offering
Document related to litigation, ongoing investigations and other legal matters,
including the section labeled “Litigation” in the Offering Document.
o Bond Counsel and Disclosure Counsel will review and comment on disclosures
related to the ordinance authorizing the debt obligations, the description of the
continuing disclosure undertaking and federal income tax considerations contained
in the Offering Document.
Other Offering Documents.
o For Offering Documents other than for General Obligation Bonds, Water and
Wastewater Revenue Bonds and Drainage Utility System Revenue Bonds, the DWG
Chair shall establish procedures similar to those listed above.
The DWG Chair will regularly communicate with Senior City Officials throughout each financing,
if necessary, and, when approval or execution by a Senior City Official or officials is required
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before distribution, provide an opportunity for questions and discussion of the content of the
Offering Documents. If a senior official is required to sign an offering document or disclosure, the
DWG Chair will be responsible for ensuring that the Offering Documents are provided to Senior
City Officials that are responsible for signing and certifying as to the accuracy of the disclosure
in a timely manner to enable them to make such certification.
If requested by the governing body of the City or any City official signing the Offering Document
or approving its use, the DWG Chair will certify that (i) the Offering Document has been prepared
in accordance with these Procedures and (ii) to the knowledge of the DWG and the DWG Chair,
the Offering Document is accurate and complete in all material respects and does not make any
untrue statement of a material fact or omit any material fact necessary to make the statements
made therein, in light of the circumstances in which they are made, not misleading. This process
may occur with respect to: (1) posting or other distribution of (i) a preliminary Offering Document,
and deeming final thereof, (ii) a final Offering Document, and (iii) any supplement or
amendment to a preliminary or final Offering Document, and (2) execution of (i) any
purchase agreement or (ii) closing document by an City official containing a representation,
warranty, or certification that the Offering Document is accurate and complete in all material
respects and does not make any untrue statement of a material fact or omit any material fact
necessary to make the statements made therein, in light of the circumstances in which
they are made, not misleading.
The DWG Chair will keep a record of the Contributors, and other City staff and officials, members
of the Financing Group and any other outside consultant that reviewed, drafted, approved, or
certified the disclosure in the Offering Documents.
DWG: OFFERING DOCUMENT REVIEW PROCESS
The DWG will consult with Contributors and other appropriate City staff and officials, the Auditor,
Bond Counsel, Disclosure Counsel and other outside consultants, if necessary, regarding the
disclosure in the Offering Documents.
If an Offering Document will be a “final official statement” as defined in the Rule, the DWG
Chair will instruct such members of the DWG and Contributors, in consultation as necessary with
Bond Counsel or Disclosure Counsel, to review the Continuing Disclosure Undertakings Master List
and the City’s filings with EMMA for the preceding five years to identify whether any failures to
comply have occurred. The DWG will consult with Bond Counsel or Disclosure Counsel to
determine whether disclosure of any such failures is required in the Offering Document and in
consultation with Bond Counsel or Disclosure Counsel, shall draft such disclosure for inclusion
in the Offering Document, as is required under federal securities law and submit such draft to
the DWG for review and upon approval by the DWG, shall ensure such language is included in
the Offering Document. To the extent practicable, remedial filings with respect to any such
failures to file shall be prepared and filed in accordance with these Procedures.
The DWG will review, revise, and comment on initial and revised drafts of the Offering
Document.
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The DWG must approve the final version of an Offering Document prior to approval or execution
by the City or a City Official, or posting or distribution when such approval is not required.
Before final approval, the DWG must determine that the material facts described therein
are consistent with those known to the DWG, and that the final version of the Offering Document
(1) does not make any untrue statement of a material fact or omit any material fact necessary to
make the statements made therein, in light of the circumstances in which they are made, not
misleading, and (2) is accurate and complete in all material respects.
Approval of an Offering Document shall be evidenced by written sign-off (which may be delivered
by e-mail) from each Contributor with responsibility for the disclosure provided in the Offering
Document. Upon receipt of written sign-off, the DWG Chair shall provide the Offering Document
to the City or Senior City Official for approval or execution certifying that it has been approved by
the DWG. In circumstances in which approval or execution by the City or City official is not
required, the DWG Chair will authorize the distribution of the Offering Document. The DWG
should retain the written sign-offs received from each Contributor in the records maintained
pursuant to these Procedures. It is important to note that the Offering Document must be
posted within seven days of the transaction pricing.
4.2. CONTINUING DISCLOSURE
In connection with the issuance of municipal securities, the City has entered into (and in the future
may enter into) a Continuing Disclosure Undertaking for the benefit of the holders and beneficial
owners of the municipal securities of each such issuance, as required by the Underwriters in
accordance with the Rule. The City is required to comply with these Continuing Disclosure
Undertakings for so long as it remains obligated to advance funds to pay or support the municipal
securities covered by the respective Continuing Disclosure Undertaking.
Under the Continuing Disclosure Undertakings, the City is obligated to provide (1) annual financial
information consisting of (i) Audited Financial Statements and (ii) the Annual Report on or before
the date specified in the Continuing Disclosure Undertaking, and notice of any failure to provide such
annual financial information, and (2) in a timely manner, notice of any of the events specified in the
Continuing Disclosure Undertaking to the MSRB by means of the EMMA system.
The DWG maintains the Continuing Disclosure Undertakings Master List of the City.
4.2.1. AUDITED FINANCIAL STATEMENTS
The DWG Chair will work with relevant officials of the City to assure that the engagement letter
with the Auditor requires completion and delivery by the Auditor of the City’s annual Audited
Financial Statements with sufficient time to permit the presentation to and acceptance by the
City of the Audited Financial Statements and for the DWG to review and incorporate data and
other information provided therein into the Annual Report prior to the respective Required Date.
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The Assistant Finance Director will file the Audited Financial Statements with EMMA upon
availability or together with the Annual Report, provided such filing occurs on or before the
respective Required Date.
If the Audited Financial Statements are not available by the Required Date, the DWG Chair will (i) if
required under the City’s Continuing Disclosure Undertakings, arrange for the review by the
DWG and filing of unaudited financial statements with such cautionary statements and
disclaimers as may be appropriate on or before the Required Date or as soon as practicable
thereafter, and (ii) direct the Assistant Finance Director to file, an Event Notice, in conformity
with the failure to file notice provisions of the Continuing Disclosure Undertakings, stating
that the Audited Financial Statements are not yet available and will not be filed by the Required
Date. When the Audited Financial Statements become available, the DWG Chair shall direct
the Assistant Finance Director to file such Audited Financial Statements on EMMA.
4.2.1.1. ANNUAL REPORT
The DWG Chair will schedule the preparation and drafting of the Annual Report with the DWG in
time to file the Annual Report on or before the Required Date.
The DWG Chair will assign drafting portions of the draft Annual Report, as appropriate, to DWG
members and Contributors with responsibility for the financial information or operating data
described therein and indicated to be required by the Continuing Disclosure Undertakings Master
List, which includes the following:
o The Assistant Finance Director compiles the Annual Report and update the
tables for filing on EMMA.
The DWG and Contributors review and sign off of the disclosures contained in the Annual
Report.
o The Director of Fiscal Services then reviews and approves the Annual
Report as prepared.
o The Assistant City Manager/CFO then approves the final Annual Report as set forth
below prior to filings.
o When final approval is received from the Assistant City Manager / CFO, the
Assistant Finance Director shall file the Annual Report on EMMA.
The DWG Chair may engage the assistance of the Financial Advisor or Auditor in undertaking
any portion of this responsibility, with the exception of final approval from the Assistant City
Manager / CFO.
The DWG will review, comment on, and revise the initial and any subsequent drafts of the Annual
Report; check, confirm and include or incorporate by reference, as appropriate, information
contained in the Audited Financial Statements, and such other reports as required; and
consult with appropriate staff and officials, the Auditor, Bond Counsel, Disclosure Counsel,
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and other outside consultants, if necessary, regarding the disclosure in the Annual Report.
The DWG must approve of the final version of the Annual Report. Before final approval, the DWG
must determine that the material facts described therein are consistent with those known to the
DWG, and that the final version of the Annual Report (1) does not make any
untrue statement of a material fact or omit any material fact necessary to make the
statements made therein, in light of the circumstances in which they are made, not
misleading, and (2) is accurate and complete in all material respects.
Prior to releasing the Annual Report, the DWG Chair must receive written sign-off (which may be
delivered by email) from each member of the DWG with responsibility for the disclosure
provided in the Annual Report. The DWG Chair should retain the written sign- offs received from
such members of the DWG in the records maintained pursuant to these Procedures.
If the Annual Report is not available by the Required Date, the Assistant Finance Director will
file an Event Notice, in conformity with the failure to file notice provisions of the Continuing
Disclosure Undertakings, stating that the Annual Report is not yet available and will not be filed
by the Required Date. When the Annual Report becomes available, the Assistant Finance Director
will file such Annual Report on EMMA.
4.2.1.2. EVENT NOTICES
In its Continuing Disclosure Undertakings, the City is obligated to file notices of certain events
on EMMA in a timely manner (in certain undertakings within ten business days) after the
occurrence of the event, as set forth in the Continuing Disclosure Undertakings Master List. An
Event Notice must be filed with respect to each series of municipal securities affected by the
occurrence of the event. The list of events which require an Event Notice are the following:
(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 municipal security, or other
material events affecting the tax status of the municipal security;
(7) Modifications to rights of security holders, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the municipal
securities, if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar event of the City or, if applicable, an
obligated person;
(13) 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 City or, if applicable, an obligated
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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;
(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 City, or if applicable, an obligated person, if
material, or agreement to covenants, events of default, remedies, priority rights, or other similar
terms of a financial obligation of the City or obligated person, 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 City, or if applicable, an obligated
person, any of which reflect financial difficulties; and
(17) Notice of a failure of the City to provide required Audited Financial Statements or the
Annual Report, on or before the Required Date.
An Event Notice for events 1 through 16 shall be filed within ten business days of the
occurrence of the event. An Event Notice for event 1 shall be filed in a timely manner as discussed
with Bond Counsel or Disclosure Counsel.
EVENT NOTICES – General
Each member of the DWG is expected to have a complete understanding of the events
listed in the Continuing Disclosure Undertakings, as described above and in the
Continuing Disclosure Undertakings Master List.
At all times a DWG member is required to notify the DWG Chair if they become aware
of any event or potential for an event described in the Continuing Disclosure Undertakings
Master List that may require the filing of an Event Notice.
The DWG shall identify City department personnel who may know information relating
to the City’s Continuing Disclosure Undertaking and Event Notices. The DWG shall
require all departments in the City to notify the DWG upon the occurrence of any
event or potential for an event described in the Continuing Disclosure Undertakings
Master List.
Upon notification of the occurrence of an event or potential occurrence of an event that
may require filing of an Event Notice, the DWG Chair will confer with Bond Counsel,
Disclosure Counsel, other members of the DWG, staff and officials of the City, Bond
Counsel, the Financial Advisor and other outside consultants as may be necessary to
determine whether an event has occurred and, if necessary, draft or assign the drafting
of the Event Notice in sufficient time to allow the City to meet its continuing disclosure
obligations described in the Continuing Disclosure Undertakings Master List.
The Assistant Finance Director shall draft the Event Notice and the DWG Chair must approve
the final version of the Event Notice before the Event Notice is distributed Senior City
Official for review and comment. The Director of Fiscal Services will consult with
Contributors and other appropriate City staff and officials, the Auditor, Bond Counsel,
Disclosure Counsel and other outside consultants, if necessary, regarding the Event
Notice. Before final approval, the DWG must determine that the material facts described
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therein are consistent with those known to the DWG, and that the final version of the
Event Notice (1) does not make any untrue statement of a material fact or omit any
material fact necessary to make the statements made therein, in light of the
circumstances in which they are made, not misleading, and(2) is accurate and complete
in all material respects.
Prior to releasing the Event Notice, the Senior City Official must receive written sign-off
(which may be delivered by email) from each member of the DWG with responsibility
for the disclosure provided in the Event Notice. The DWG should retain the written
sign-offs received from such members of the DWG in the records maintained pursuant to
these Procedures.
If the DWG becomes aware of an Event Notice that was not filed, the DWG Chair will
follow the process described above to promptly file such Event Notice.
EVENT NOTICES – Financial Obligations
Each member of the DWG is expected to have a complete understanding of new events
(15) and (16) under the Rule, as stated above. If the DWG has not received training on
new events (15) and (16), the DWG Chair should request training from Bond Counsel,
Disclosure Counsel, or other competent counsel.
The DWG will, in consultation with Bond Counsel or Disclosure Counsel, be
responsible for: (i) identifying existing material Financial Obligations; (ii) tracking new
material Financial Obligations, including amendments thereto; and (iii) monitoring
Financial Obligations for events, which may reflect financial difficulties.
To assist in monitoring compliance with new events (15) and (16), the DWG Chair and the
DWG will create the Financial Obligations Master List, with the assistance
of the Financial Advisor, Bond Counsel and Disclosure Counsel, and other outside
consultants, including the Auditor, as the DWG Chair and DWG deem appropriate and the
City shall approve.
The Financial Obligations Master List should provide information similar in content to the
recommended format that was provided by the Government Finance Officers Association
in January 2019.1 See Exhibit A at the end of the policies and procedures document.
The DWG Chair will maintain and update the Financial Obligations Master List, and upon
approval of the DWG and the City, may retain a Financial Advisor, as may be necessary,
to effectively maintain and continuously update such Master List as well as to make all
filings required to be made by the City under the Continuing Disclosure Undertakings.
The Director of Fiscal Services shall review City Council agenda items in order to identify
the entering into of new potential Financial Obligations (or a modification of an existing
Financial Obligation due to financial difficulty) and shall follow-up with the individual
responsible for the agenda item to determine if the item rises to the level of disclosure.
For purposes of this section, at a minimum, items to be considered by the DWG as
a potential a “Financial Obligation” shall include, but are not limited to the following:
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1. A debt obligation;
2. A derivative instrument entered into in connection with or pledged as
security or a source of payment for, an existing or planned debt obligation.
3. A guarantee of (1) or (2);
4. A financing agreement or financing lease or energy savings performance
contract where the City effectively borrows money at a rate of interest for the
purchase of vehicles and equipment and pays back such borrowing over a number
of years;
5. A contract for the payment of a good or service (such as water contracts with
Water Districts) that obligates the City to a payment over a number of years but
not including normal operating contracts such as for the construction of public
improvements or maintenance thereof;
6. An economic development agreement or TIRZ Agreement that has features of a
“debt” such as the payment of interest over time;
7. A line of credit, credit agreement or commercial paper program;
8. A loan or contract with the State or Federal Government where funds are
received by the City and repayment is made over a number of years with
interest.
1 The GFOA recommendations are available at http://www.gfoa.org/new-amendments-sec-rule-15c2-
12-new-event- notices-related-material-financial-obligations-and-events.
9. A contract or obligation affects, or contains pro visions or triggers that may impair
the City’s liquidity, creditworthiness or an existing security holder’s rights.
10. Any contract or obligation that is a guarantee provided by the City for the benefit
of a third party.
11. Any other contract, instrument or obligation that is “debt-like” or “debt-
related”.
The DWG shall review all potential Financial Obligations for materiality and
recommend to the DWG chair whether filing is required. For purposes of this section,
a determination as to the materiality of a potential Financial Obligation involves a
determination of the following:
“Whether a financial obligation or the terms of a financial obligation, if they affect
security holders, would be important to the total mix of information made
available to a reasonable investor when making an investment decision.”
In determining whether a Financial Obligation is material upon its incurrence or any
modification of its terms, relevant facts and circumstances may include, but are not limited
to, the following:
1. The principal amount of the Financial Obligation, including the aggregate par
amount of a series of related Financial Obligations (e.g., a series of financing
leases), and the method of setting or adjusting the interest rate thereof;
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2. The City’s overall balance sheet and the size of its existing debt obligations;
3. The source of security pledged for repayment of the Financial Obligation and
the rights associated with such pledge;
4. The length of time that the Financial Obligation is to remain outstanding; and
5. Other appropriate terms of a Financial Obligation that will impact the City’s
financial condition and/or existing security holders in a material manner.
In determining whether the modification of the terms of a Financial Obligation reflects
financial difficulties of the City pursuant to Event (16), such occurrences may include
but are not limited to the following types of events:
1. Monetary defaults or events of non-appropriation where the City has failed to
pay principal, interest or other funds due, or a non-payment related default
where the City has failed to comply with specified covenants;
2. An event of acceleration exercised by a trustee or counterparty as the result of an
event of default or other applicable remedy provision;
3. A modification of terms that reflects financial difficulties of the City such as a re-
amortization of debt due to the City’s difficulty in making payments;
4. A written or verbal waiver of an agreement provision that is a departure from
what was agreed to under the original terms of such agreement; and
5. Other events under the terms of a Financial Obligation that reflect financial
difficulties of the City and share similar characteristics with the specific types
of events in Event (16).
At all times the DWG members are required to notify the DWG Chair if they become
aware of the occurrence or potential occurrence of events, amendments or new
agreements, or other items that would constitute new events (15) and (16) under the
Rule. If a DWG member provides such notice or the DWG Chair otherwise becomes
aware of such actual or potential event, the DWG Chair will follow the steps under
“Section IV(B)(3)(A) Event Notices – General” in determining whether an event has
occurred and, if necessary, the drafting and filing of the Event Notice and related record
keeping.
The DWG will make a determination, based on the facts and circumstances, whether
to submit to EMMA a description of the material terms of the Financial Obligations or
changes thereto reflecting financial difficulties, or alternatively or in addition, submit the
entirety of the materials, including contracts and transaction documents prepared in
connection with the Financial Obligation, redacting any confidential or personally
identifiable information.
4.2.1.3. VOLUNTARY FILINGS WITH EMMA
Voluntary filings are subject to the same securities laws implications as all other required filings
made by the City. If City staff or officials desire to file a voluntary disclosure filing on EMMA, the
staff or officials must make a request to the DWG Chair describing the reason for providing
a voluntary disclosure. The DWG Chair will coordinate with the DWG to determine whether a
voluntary filing is appropriate and, if so, draft or assign the drafting of the voluntary disclosure
filing.
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The DWG Chair will provide the DWG with a draft of the voluntary filing and the DWG will review,
revise, and comment on initial and revised drafts of the voluntary filing. The DWG will consult
with Contributors and other appropriate City staff and officials, the Auditor, the Financial
Advisor, Bond Counsel, Disclosure Counsel and other outside consultants, if necessary,
regarding the voluntary filing.
The DWG must approve of the final version of the voluntary filing. Before final approval, the DWG
must determine that the material facts described therein are consistent with those known to the
DWG, and that the final version of the voluntary filing (1) does not make any untrue statement of
a material fact or omit any material fact necessary to make the statements made therein,
in light of the circumstances in which they are made, not misleading, and (2) is accurate
and complete in all material respects.
Approval of a voluntary filing shall be evidenced by written sign-off (which may be delivered
by e-mail) from each member of the DWG with responsibility for the disclosure provided in the
voluntary filing. Upon receipt of sign-off from such members of the DWG, the DWG Chair shall
submit the potential filing to the appropriate Senior City Official. Upon receiving approval from
the appropriate Senior City Official, e the voluntary filing can be made with EMMA. The DWG
should retainthe written sign-offs received from members of the DWG and the Senior City
Official in the records maintained pursuant to these Procedures.
4.2.1.4. RATING AGENCY PRESENTATIONS
In the event officials of the City are to make a presentation to a rating agency relating to the
rating of outstanding or proposed municipal securities, the DWG Chair will assign portions of
the draft rating agency presentation to DWG members and Contributors with responsibility for
the financial and other information to be provided therein and to Bond Counsel, Disclosure
Counsel and the Financial Advisor, as appropriate.
The DWG will consult with Contributors and other appropriate City staff and officials, the Auditor,
and other outside consultants, if necessary, regarding the disclosure in the rating agency
presentation. The DWG will review, revise, and comment on initial and revised drafts of the
rating agency presentation.
The DWG C h a i r must approve the final version of any rating agency presentation prior
to delivery to a rating agency. Before final approval, the DWG Chair must determine that
the material facts described therein are consistent with those known to the DWG, and that the
final version of the rating agency presentation (1) does not make any untrue statement of a
material fact or omit any material fact necessary to make the statements made therein, in light
of the circumstances in which they are made, not misleading, and (2) is accurate and complete in
all material respects.
Final approval for any rating agency presentation should be made by the appropriate Senior City
Official.
Approval of a rating agency presentation shall be evidenced by written sign-off (which may be
delivered by e-mail) from each member of the DWG with responsibility for the disclosure
provided in the rating agency presentation. Upon receipt of sign-off from such members of the
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DWG, the DWG Chair shall provide the rating agency presentation to the rating agency. The DWG
Chair should retain the written sign-offs received from members of the DWG in the records
maintained pursuant to these Procedures.
4.2.1.5. INVESTOR PRESENTATIONS
In the event a presentation is to be made to prospective investors with respect to an offering of
municipal securities of the City or to investors with respect to outstanding municipal securities
of the City, the DWG Chair will assign portions of the draft investor presentation to DWG members
and Contributors with responsibility for the financial and other information to be provided
therein and to Bond Counsel, Disclosure Counsel, and the Financial Advisor, as appropriate.
The DWG will consult with Contributors and other appropriate City staff and officials, the Auditor,
Bond Counsel, Disclosure Counsel and other outside consultants, if necessary, regarding the
disclosure in the investor presentation. The DWG will review, revise, and comment on initial
and revised drafts of the investor presentation.
The DWG Chair must approve the final version of any investor presentation prior to presentation to
investors. Before final approval, the DWG Chair must determine (A) that the material facts
described therein are consistent with those known to the DWG, and that the final version
of the investor presentation (1) does not make any untrue statement of a material fact or omit
any material fact necessary to make the statements made therein, in light of the
circumstances in which they are made, not misleading, and (2) is accurate and complete in all
material respects, and (B), in the case of (1) an investor presentation to potential investors
in an offering of municipal securities of the City, that the presentation is limited to information
provided in the Offering Document and (2) an investor presentation to investors of outstanding
municipal securities of the City, that the presentation is limited to information about the City
available on EMMA.
Final approval for any prospective investor presentation should be made by the appropriate
Senior City Official.
Approval of an investor presentation shall be evidenced by written sign-off (which may be
delivered by e-mail) from each member of the DWG with responsibility for the disclosure provided
in the investor presentation. Upon receipt of sign-off from such members of the DWG, the DWG
Chair shall permit the investor presentation to be made to investors. The DWG Chair should retain
the written sign-offs received from members of the DWG in the records maintained pursuant to
these Procedures.
4.2.1.6. WEBSITE DISCLOSURE
Disclosure Documents may only be posted on areas of the City’s website designed and
approved by DWG and Disclosure Counsel for posting of such documents. The areas of the City’s
website where Disclosure Documents may be posted should include appropriate disclaimers and
warnings that the information has not and will not be updated, other viewer acknowledgements
and other limiting features as required by DWG.
Routine information and data, including financial, budgetary, and operating data generally made
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available to the public by a department or office of the City may be posted on a portion of
the City’s website allocated to that department or office, provided the portion of the website
clearly provides a disclaimer, approved by DWG, warning viewers that the information
presented has not been prepared for and is not presented for consideration as disclosure to
investors, and directs viewers seeking investor disclosure to the City’s information available
on EMMA.
Posting information to the City’s website alone is not sufficient to comply with the City’s
Continuing Disclosure Undertakings described herein; such information must also be filed on
EMMA.
5. ANNUAL REVIEW OF PROCEDURES
Each year the DWG will conduct the Annual Review. The purpose of the Annual Review is for the DWG
to evaluate the design, operation and effectiveness of these Procedures and to make recommendation
regarding changes to the Procedures.
In connection with the Annual Review, the DWG will (i) request comment on the Procedures from staff and
officials involved in preparing or approving disclosure, (ii) meet with staff and officials to discuss the
portions of the Disclosure Documents for which they are responsible and evaluate the effectiveness of
the Procedures, and (iii) meet with the Auditor and Bond Counsel or Disclosure Counsel to review the design
of the Procedures. All comments and recommendations to amend or maintain the Procedures will be
discussed with the DWG.
If the DWG recommends any substantive amendment to these Procedures, the DWG Chair will
prepare a written summary of such amendment. The written summary will be delivered to the
governing body of the City, together with the recommendation of the DWG for adoption pursuant to an
amendment of the resolution/ordinance or similar action by the City Council.
In addition to a recommendation to amend these Procedures made in the Annual Review, the
DWG, the DWG Chair, the appropriate Senior City Official, and any official or staff involved in preparing or
approving the Disclosure Documents may at any time recommend an amendment to the Procedures.
Following receipt of the recommendation for an amendment, the DWG will convene a meeting to
discuss the proposed amendment and determine whether such amendment should be approved.
Any amendments to the Procedures will be discussed with Bond Counsel or Disclosure Counsel. If the
DWG recommends any substantive amendment to these Procedures, the DWG Chair will prepare a
written summary of such amendment. The written summary will be delivered to the City Council,
together with the recommendation of the DWG for adoption pursuant to an amendment of the
resolution/ordinance or similar action by the City Council.
6. ANNUAL TRAINING
The City will provide Annual Training for all staff and officials involved in preparing or approving the
Disclosure Documents, including members of the DWG authorizing the preparation of or approval
of any Offering Document for dissemination. The Annual Training should be prepared by or with the
assistance of Bond Counsel or Disclosure Counsel.
The Annual Training will generally include an overview of these Procedures, the disclosure
obligations of the City under federal and state securities laws, and the responsibilities and potential
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liabilities of the staff and officials involved in preparing or approving the Disclosure Documents.
All staff and officials involved in preparing or approving the Disclosure Documents are required to
attend the Annual Training or obtain comparable training approved by the DWG Chair. New members
of the DWG, including the DWG Chair and Contributors are required to attend the Annual Training
prior to being responsible for preparing or approving the Disclosure Documents.
The DWG Chair will be responsible for ensuring attendance of all staff and officials involved in
preparing or approving the Disclosure Documents. The DWG Chair will keep a record of those that
attend the Annual Training and maintain such record in accordance with these Procedures.
7. RECORD RETENTION
The DWG will retain all Disclosure Documents as required by the City’s record retention schedule. All final
versions of the Disclosure Documents and closing transcripts for financings will be preserved and
maintained in a central location that is accessible to the DWG. The DWG Chair will retain all records
required to be retained by the DWG Chair under these Procedures for a minimum of ten years after the
date of the most recent final official statement of the City approved under these Procedures.
8. INTERNAL USE ONLY
These Procedures are intended for internal use only and are not intended to establish any duties in
favor of or rights of any person other than the City.
9. DISCLOSURE DISSEMINATION AGENT
If the City, in consultation with the DWG, elects to use a Disclosure Dissemination Agent or indenture
trustee for the purpose of assisting in the dissemination, filing responsibilities and recordkeeping
requirements under these Procedures, the City agrees that it will enter into a written contract with the
designated Disclosure Dissemination Agent or indenture trustee. The written contract will be
reviewed or drafted by Bond Counsel or Disclosure Counsel. Such contract will describe the
responsibilities of the parties, including detailed instructions regarding the process for dissemination.
If the City elects to use a Disclosure Dissemination Agent or indenture trustee, the Director of Fiscal
Services and Assistant Finance Director will ensure all required filings are submitted to the Disclosure
Dissemination Agent in a timely manner. A notice of filing will be obtained from the Disclosure
Dissemination Agent and maintained in the City records for supporting documentation of each filing.
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Exhibit A
CITY OF COLLEGE STATION, TEXAS
Internal Record of Financial Obligations (Current and New)
(Last Updated: January 2020 by: Director of Fiscal Services)
Person responsible for completing and maintaining this document:
Director of Fiscal Services
Members of Disclosure Working Group: Director of Fiscal Services, Assistant Director of Fiscal Services,
Accounting Manager/Controller
Bond Counsel: McCall,
Parkhurst & Horton
Disclosure Counsel: McCall,
Parkhurst & Horton
Municipal Advisor: Hilltop
Securities, Inc.
Name/Description of Financial
Obligations
Entered
Into Maturity
Key Material
Provisions
Bank /
Underwriter Other
Bank Loans (direct or private
placement)
Existing
NONE
New
Captial Leases (financed
purchases)
Existing
NONE
New
Debt-Related Derivatives
Existing
NONE
New
Guarantees of Debt or Debt-
Related Derivatives
Existing
NONE
New
Short Term Financial
Obligations (<one year)
Existing
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NONE
New
Other Financial Obligations
Existing
NONE
New