Title
A RESOLUTION APPROVING DISCLOSURE CONTROLS AND PROCEDURES AND CERTAIN RELATED MATTERS
Summary
DESCRIPTION OF TOPIC: (who, what, when, where, why, and how much)
City Attorney Heyward Hosch requested the resolution approving disclosure controls and procedures and certain related matters to go before Council.
The resolution provides primarily for the adoption of disclosure procedures and the engagement letter provides that we will not be compensated for services for this matter.
SOURCE OF FUNDING:
Please provide the amount requested: ____________
Is this a budgeted item? Yes /No
Please provide the budgeted amount: $_____________ Account No. ___________________________
If budgeted, is this a capital purchase, capital project, or special fund? _________________________
Was this item included in the Fiscal Year Capital Projects Plan? Yes/No
If yes, please provide the amount included in Capital Projects Plan: $___________
Body
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FOLEY, ALABAMA, as
Section 1. The City Council has found and determined, and does hereby find, determine and declare as follows:
(a) When City of Foley, Alabama, a municipal corporation organized under the laws of the State of Alabama (the "City"), issues general obligation or revenue bonds, warrants, notes or other obligations or when the City is committed by contract or other arrangement to support payment of all or part of the debt service on bonds, warrants, notes or other obligations, the City typically prepares a preliminary offering statement and a final offering statement and the City typically agrees to comply with the continuing disclosure filing requirements of Rule 15c2-12 of the United States Securities and Exchange Commission (the "SEC").
(b) In order to ensure compliance with the City's disclosure obligations under federal securities laws, the City Council of the City desires to adopt disclosure controls and procedures for reviewing, updating and maintaining such offering statements and continuing disclosure filings and to approve certain related matters.
Section 2.
(a) The City Council of the City does hereby approve, authorize, ratify and confirm the "Disclosure Controls and Procedures" in substantially the form attached hereto as Exhibit A and presented to the City Council of the City at this meeting, and, by adopting such disclosure controls and procedures and by requiring staff of the City to adhere to such disclosure controls and procedures, the City hereby formalizes appropriate controls and procedures to ensure compliance with the City's disclosure obligations under the federal securities laws.
(b) The City Council of the City hereby (a) designates the Mayor and City Clerk to implement such disclosure controls and procedures and (b) authorizes the Mayor and City Clerk, on a periodic basis, to review such disclosure controls and procedures basis and, as necessary, to update them.
Section 3. The officers of the City and any person or persons designated and authorized by any officer of the City to act in the name and on behalf of the City, or any one or more of them, are authorized to do and perform or cause to be done and performed in the name and on behalf of the City such other acts, to pay or cause to be paid on behalf of the City such related costs and expenses, and to execute and deliver or cause to be executed and delivered in the name and on behalf of the City such other notices, requests, demands, directions, consents, approvals, orders, applications, certificates, agreements, further assurances, or other instruments or communications, under the corporate seal of the City, or otherwise, as they or any of them may deem necessary, advisable, or appropriate in order (a) to carry into effect the intent of the provisions of this resolution and the disclosure controls and procedures approved hereby and (b) to demonstrate the absence of any pending or threatened litigation with respect to the City's outstanding bonds, warrants, notes or other obligations or any outstanding bonds, warrants, notes or other obligations with respect to which the City is committed by contract or other arrangement to support payment of all or part of the debt
service, including by means of self-reporting under the SEC's Municipalities Continuing Disclosure Cooperation Initiative by completing an appropriate questionnaire and submitting it to the SEC within the appropriate time period.
Section 4. Each act of any officer or officers of the City or any person or persons designated and authorized to act by any officer of the City, which act would have been authorized by the foregoing provisions of this resolution except that such action was taken prior to the adoption of this resolution, is hereby ratified, confirmed, approved and adopted.
Section 5.
(a) All ordinances, orders or resolutions of the City, or any part or provision of any thereof, in conflict or inconsistent with the provisions of this resolution are hereby, to the extent of such conflict or inconsistency, repealed.
(b) This resolution shall take effect immediately.