704.02R(2) - Bond Disclosure Policy

Article I

Key Participants and Responsibilities

Section 1.01. Compliance Officer. By adoption of this Policy, the District hereby  appoints the Board Treasurer to act as the Compliance Officer hereunder.

Section 1.02. Responsibilities. The Compliance Officer is responsible for the  following tasks:

(A) reviewing and approving all preliminary and final official statements  relating to the District’s Securities, together with any supplements, for  which a Disclosure Agreement is required (each, an "Official Statement"),  before such documents are released, in accordance with Article III below;

(B) moderating Board of Directors’ approval of all Financial Obligations  triggering a Listed Event Notice under any new Disclosure Agreement  entered into on or after February 27, 2019; 

(C) reviewing the District’s status and compliance with Disclosure Agreements,  including filings of disclosure documents thereunder and in compliance  with this Policy, in accordance with Articles IV and V below;

(D) serving as a "point person" for personnel to communicate issues or  information that should be or may need to be included in any disclosure  document;

(E) recommending changes to this Policy to the Board of Directors as  necessary or appropriate;

(F) communicating with third parties, including coordination with outside  consultants assisting the District, in the preparation and dissemination of  disclosure documents to make sure that assigned tasks have been completed  on a timely basis and make sure that the filings are made on a timely basis  and are accurate; 

(G) in anticipation of preparing disclosure documents, soliciting "material"  information (as defined for purposes of federal securities law) from  Employees identified as having knowledge of or likely to have information  of Listed Events under Article IV or relevant to Disclosure Agreements; 

(H) maintaining records documenting the District's compliance with this Policy;  and

(I) ensuring compliance with training procedures as described below.

The responsibilities of the Compliance Officer to make certain filings with the MSRB  under Articles III (Annual Report Filings) and IV (Listed Event Filings) may be  delegated by contract to a dissemination agent, under terms approved by the Board of  Directors.

The Compliance Officer shall instruct Employees of the obligation to communicate with  the Compliance Officer on any information relating to financial obligations or  amendments to existing financial obligations promptly following occurrence.

Article II

Official Statements

Section 2.01. Review and Approval of Official Statements. Whenever the District issues Securities, an Official Statement may be prepared. Each of these Official  Statements contains information relating to the District’s finances. The Compliance  Officer (with advice from Bond Counsel, any retained Disclosure Counsel, and/or  Financial Advisor) shall have primary responsibility for ensuring that all such  information is accurate and not misleading in any material aspect. The Official Statement  may also include a certification that the information contained in the Official Statement  regarding the District, as of the date of each Official Statement, does not contain any  untrue statement of material fact or omit to state any material fact necessary to make the  information contained in the Official Statement, in light of the circumstances under  which it was provided, not misleading. When undertaking review of a final or  preliminary Official Statement, the Compliance Officer shall:

(A) review the Official Statement to ensure: (i) that there are no material  misstatements or omissions of material information in any sections, (ii) that  the information relating to the District that is included in the Official  Statement is accurate, and (iii) that when necessary the information relating  to the District has been reviewed by a knowledgeable Employee or other  appropriate person; 

(B) draft, or cause to be drafted, for the Official Statement descriptions of (i)  any material current, pending or threatened litigation, (ii) any material settlements or court orders and (iii) any other legal issues that are material  information for purposes of the Official Statement; and

(C) report any significant disclosure issues and concerns to the Board of  Directors (with advice, as necessary, from Bond Counsel, retained 

Disclosure Counsel, if any, and/or Financial Advisor). 

Section 2.02. Submission of Official Statements to Board of Directors for  Approval. The Compliance Officer shall submit all Official Statements to the Board of  Directors for review and approval. The Board of Directors shall undertake such review it  deems necessary. This may include consultation with the Compliance Officer, Bond  Counsel, retained Disclosure Counsel, if any, and/or the Financial Advisor to fulfill the  District's responsibilities under applicable federal and state securities laws. 

Article III

Annual Report Filings

Section 3.01. Overview. Under the Disclosure Agreements the District has  entered into in connection with certain of its Securities, the District is required each year  to file Annual Reports with the EMMA system. Such Annual Reports are generally  required to include: (1) certain updated financial and operating information as outlined in  each Disclosure Agreement, and (2) the District’s audited financial statements. The  documents, reports and notices required to be submitted to the MSRB pursuant to this  Policy shall be submitted through EMMA in one or more electronic document format  files as required by the Rule at the time of filing, and shall be accompanied by identifying  information, in the manner prescribed by the MSRB, or in such other manner as is  consistent with the Rule. To facilitate the District’s Disclosure Agreements the  Compliance Officer shall:

(A) maintain a record of all Disclosure Agreements of the District using a chart  which shall identify and docket all deadlines; 

(B) schedule email reminders on the EMMA website for each issue of  Securities to help ensure timely filing of financial disclosures;

(C) ensure that preparation of the Annual Reports commences as required under  each specific Disclosure Agreement; and

(D) comply with the District’s obligation to file Annual Reports by submitting  or causing the required (i) annual financial information and operating data  and (ii) audited financial statements to be submitted to the MSRB through  EMMA.

(i) In the event audited financial statements are not available by  the filing deadline imposed by the Disclosure Agreement, the Compliance Officer shall instead timely submit or cause to be submitted unaudited financial statements, with a notice to the effect that the unaudited financial statements are being  provided pending the completion of audited financial statements and that the audited financial statements will be submitted to EMMA when they have been prepared. In the event neither audited nor unaudited financial statements are timely posted, the District shall cause to be filed a "failure to file notice" in accordance with the Rule. The failure to file notice for audited financial statements shall include  information describing the nature and/or cause of the failure to meet the contractual deadline and, if available, an approximate timeframe for when the completed audited financial statement is expected to be submitted. Audited financial statements shall be filed as soon as available. If updated financial and operating information is not posted by the filing deadline, the Compliance Officer shall cause a "failure to file notice" to be posted to EMMA in accordance with the Rule. 

(ii) All documents submitted to the MSRB through EMMA that are identified by specific reference to documents already available to the public on the MSRB's Internet website or filed with the SEC shall be clearly identified by cross reference.

Article IV

Listed Event Filings

Section 4.01. Disclosure of Listed Events. The District is obligated to disclose to  the MSRB notice of certain specified events with respect to the Securities (a "Listed  Event"). Employees shall be instructed to notify the Compliance Officer upon becoming aware of any of the Listed Events in the District’s Disclosure Agreements. The  Compliance Officer may consult with Bond Counsel, retained Disclosure Counsel, if any, or the Financial Advisor, to determine if an occurrence is a Listed Event, and whether a  filing is required or is otherwise desirable. If such a filing is deemed necessary, the  Compliance Officer shall cause a notice of the Listed Event (a "Listed Event Notice")  that complies with the Rule to be prepared, and the Compliance Officer shall cause to be  filed the Listed Event Notice as required by the Rule as follows:

 

(A) Prior to issuance of new Securities on or after February 27, 2019, a  complete list of current Financial Obligations shall be compiled and  submitted to the Compliance Officer for continuous monitoring regarding compliance with all Disclosure Agreements entered on or after February 27,  2019. 

(B) The Compliance Officer shall:

(i) monitor and periodically review the Listed Events identified on  Exhibit A, in connection with the Disclosure Agreements identified  on the chart in Exhibit B to determine whether any event has occurred that may require a filing with EMMA. To the extent Compliance Officer determines notice for an event is not required  based on the event not achieving a level of materiality, Compliance  Officer shall document the basis for the determination. 

(ii) In a timely manner, not in excess of ten (10) business days after the  occurrence of the Listed Event, file a Listed Event Notice for Securities to which the Listed Event applies. 

(C) For Securities to which the Listed Event or Events are applicable, the  Listed Event Notice shall be filed in a timely manner not in excess of ten  (10) business days after the occurrence of the Listed Event. 

(D) The Compliance Officer shall monitor Securities data on EMMA regarding  rating agency reports for rated Securities and may subscribe to any  available ratings agency alert service regarding the ratings of any  Securities.

Article V

Miscellaneous

Section 5.01. Documents to be Retained. The Compliance Officer shall be  responsible for retaining records demonstrating compliance with this Policy. The  Compliance Officer shall retain an electronic or paper file ("Transcript") for each Annual  Report the District completes. Each Transcript shall include final versions of documents  submitted to the MSRB through EMMA, and any documentation related to  determinations of materiality (or immateriality) of Listed Events. The Transcript shall be  maintained for the period that the applicable Securities are outstanding, and for a  minimum of five [5] years after the date the final Annual Report for an issue of Securities  is posted on EMMA.

Section 5.02. Education and Training. The District shall conduct periodic training  to assist the Compliance Officer, Employees and the Supervisors, as necessary and  appropriate, in understanding and performing their responsibilities under this Policy.  Such training sessions may include a review of this Policy, the disclosure obligations  under the Disclosure Agreement(s), applicable federal and state securities laws, including  the Listed Events in Exhibit A, and the disclosure responsibilities and potential liabilities  of members of District staff and members of the Board of Directors. Training sessions  may include meetings with Bond Counsel, retained Disclosure Counsel, if any,  Dissemination Agent, if any, or Financial Advisor, and teleconferences, attendance at  seminars or conferences where disclosure responsibilities are discussed, and/or recorded  presentations. Compliance Officer shall maintain a record of training activities in  furtherance of this Policy. 

Section 5.03. Public Statements Regarding Financial Information. Whenever the  District makes statements or releases information relating to its finances to the public that  is reasonably expected to reach investors and the trading markets (including, without  limitation, all Listed Event Notices, statements in the annual financial reports, and other  financial reports and statements of the District), the District is obligated to ensure that  such statements and information are accurate and complete in all material aspects. The  Compliance Officer shall assist the Board of Directors, the Superintendent, and District’s  Attorneys in ensuring that such statements and information are accurate and not  misleading in any material aspect. Employees shall, to the extent possible, coordinate  statements or releases as outlined above with the Compliance Officer. Investment  information published on the District’s website shall include a cautionary statement  referring investors to EMMA as the official repository for the District’s Securities-related  data.

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT A

LISTED EVENTS

The following events automatically trigger a requirement to file on EMMA within ten  (10) business days of their occurrence (listed events are subject to change by the SEC):

(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 security, or other material events affecting the tax status of the  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 securities,  if material;

(11) Rating changes;

(12) Bankruptcy, insolvency, receivership or similar event of the obligated  person¹;

Note to paragraph (b)(5)(i)(C)(12):

For the purposes of the event identified in paragraph (b)(5)(i)(C)(12) of this  section, the event is considered to occur when any of the following occur: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

¹ The term "obligated person" for purposes of the Rule shall mean the party, if other than the District,  responsible for the Securities, e.g. in a conduit issue sold through the District, the conduit party would be  the "obligated person" under the Disclosure Agreement.

The appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any  other proceeding under state or federal law in which a court or 

governmental authority has assumed jurisdiction over substantially all of  the assets or business of the obligated person, or if such jurisdiction has  been assumed by leaving the existing governing body and officials or  officers in possession but subject to the supervision and orders of a court or  governmental authority, or the entry of an order confirming a plan of  reorganization, arrangement or liquidation by a court or governmental  authority having supervision or jurisdiction over substantially all of the  assets or business of the 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 obligated  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; 

Additionally, the following events apply to Disclosure Agreements entered by the District  on or after February 27, 2019:

(15) Incurrence of a Financial Obligation of the obligated person, if material², or  agreement to covenants, events of default, remedies, priority rights, or other  similar terms of a Financial Obligation of the 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 obligated  person, any of which reflect financial difficulties.

 

 

 

 

 

 

 

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² Materiality is determined upon the incurrence of each distinct Financial Obligation, taking into account  all relevant facts and circumstances. A Financial Obligation is considered to be incurred when it is  enforceable against the District. Listed Event Notices for Financial Obligations (e.g. under 15 and 16  above) should generally include a description of the material terms of the Financial Obligation, including:  (i) date of the incurrence, (ii) principal amount, (iii) maturity and amortization; (iv) interest rate(s), if fixed,  or method of computation, if variable, (v) other appropriate terms, based on the circumstances. In  addition to a summary of material terms, the District may alternatively, or in addition, submit related  materials, such as transaction documents (which may require some redaction), terms sheets prepared in  connection with the Financial Obligation, or continuing covenant agreements or financial covenant  reports.