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Res No 192-13-14010RESOLUTION NO. 192-13-14010 A Resolution approving the Policies and Procedures required by the Securities and Exchange Commission's Order dated May 22, 2013. WHEREAS, on May 22, 2013, the SEC rendered an Order Instituting Cease - and - Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and Imposing Remedial Sanctions and a Cease - and- Desist Order (the "Order "). The SEC Order requires the City to: • Retain a consultant within 120 days of the Order, or by September 22, 2013. This has been completed. • Adopt disclosure policies and procedures. • Conduct disclosure training of City officials as part of the policies and procedures to be included in the consultant's review. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: Section 1. The Mayor and Commission of the City of South Miami hereby approve and adopt the attached Disclosure Policies and Procedures, as required by the Securities and Exchange Commission's Order dated May 22, 2013. Section 2. Severability. If any section clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect the validity of the remaining portions of this resolution. Section 3. Effective Date. This resolution shall become effective immediately upon adoption by vote of the City Commission. PASSED AND ADOPTED this 1 7t1day of September , 2013. ATTEST: Q4Ge< CITY CLERK APPROVED: luola - MAY READ ANWAPPROVED AS TO FORM, COMMISSION VOTE: 5 -0 LANGU° `GE, LEGALI Y AN Mayor Stoddard: Yea EXEpCT ON THEREOF ; FF Vice Mayor Liebman: Yea F .> Commissioner Newman: Yea ` Commissioner Harris: Yea CI,fY XTTORNEY Commissioner Welsh Yea POLICIES, PROCEDURES AND INTERNAL CONTROLS CONCERNING SECURITIES DISCLOSURES CITY OF SOUTH MIAMI, FLORIDA Introduction These Policies, Procedures and Internal Controls Concerning Securities Disclosures (the "Disclosure Policy ") are promulgated to ensure that the City of South Miami (the "City ") efficiently carries out its disclosure obligations with respect to the securities it issues or that are issued on its behalf, pursuant to the requirements of the 1934 Securities Exchange Act and the 1933 Securities Act, and pursuant to Rule 15c2 -12, as amended (the "Rule "), promulgated under the Securities Exchange Act of 1934, as amended, and other applicable rules, regulations and orders. Definitions The definitions set forth herein shall apply to any capitalized term used in this Disclosure Policy unless otherwise defined herein. In addition to terms otherwise defined herein, as used in this Disclosure Policy, the following capitalized terms shall have the following meanings: "Auditor" means the outside auditor of the City. "CAFR " means the Comprehensive Annual Financial Report annually prepared by the Finance Department, which shall include, if prepared, a statement of net assets, a statement of revenues, expenses and changes in net assets and a statement of cash flow. All such financial information shall be prepared using generally accepted accounting principles and audited by a certified public accountant; provided, however, that the City may change the accounting principles used for preparation of such financial information so long as the 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 stating how to compare the financial information provided by the differing financial accounting principles. For purposes hereof, the CAFR shall also contain the annual financial information and operating data required to be provided by the City pursuant to any Continuing Disclosure Agreement. "City Attorney" means the South Miami City Attorney or Assistant City Attorney. "City Commission " means the South Miami City Commission. "City Manager" means the South Miami City Manager or Acting City Manager. "Continuing Disclosure Agreement" means a written undertaking entered into by the City pursuant to SEC Rule 15c2 -12 in connection with the issuance of any Obligations, pursuant to which the City agrees to provide certain annual information and notices of the occurrence of certain events. "EMMA " means the Electronic Municipal Market Access system of the MSRB. Information regarding submissions to EMMA is available at http: / /emma.msrb.org/. "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 and shall specifically include the Finance Director, City Manager and City Attorney. "Event" means any of the events listed in Schedule 1 of this Disclosure Policy. PHOENIX /661738.1 Page l of 6 "Finance Director" means the South Miami Chief Financial Officer or Acting Chief Financial of the City. "Fiscal Year" means the fiscal year of the City, currently being the period commencing on October 1 and ending on the following September 30. "Mayor" means the Mayor of the City. "MSRB " means the Municipal Securities Rulemaking Board or any other board or entity which succeeds to the functions currently delegated to the Municipal Securities Rulemaking Board by the Rule. "Obligations" means any securities issued by or on behalf of, or whose payment is guaranteed by, the City. "SEC" means the U.S. Securities and Exchange Commission. Responsibility for Disclosure 1. The Finance Director is responsible for ensuring compliance by the City with this Disclosure Policy. 2. The City may hire either or both of internal City personnel and external experts to assist in compliance with this Disclosure Policy. Procedure for Preparation of CAFR So long as the City has any Obligations outstanding for which a Continuing Disclosure Agreement is in effect, it shall comply with the following provisions: 1. The Finance Director, the City Manager and the City Attorney shall annually review all disclosure made in the CAFR to ensure that, to their knowledge, such disclosure is accurate and complete. The Finance Director shall provide the CAFR in draft form to the City Manager and City Attorney to obtain input regarding the disclosure prior to the CAFR being finalized. 2. Each of the Finance Director, City Manager and City Attorney shall certify that they have reviewed the CAFR and do not believe the CAFR contains any untrue statement of a material fact or omits to state a fact necessary to make the statements contained in the CAFR not misleading. Such certification must be made prior to the CAFR being submitted to the City Commission for acceptance. Procedure for Annual Submission of Financial Information So long as the City has any Obligations outstanding for which a Continuing Disclosure Agreement is in effect, it shall comply with the following provisions: 1. As and if required by any Continuing Disclosure Agreement, not later than 270 days after the end of each fiscal year of the City, while any Obligations remain outstanding, the Finance Director shall submit or cause the City's CAFR to be submitted to the MSRB through EMMA. 2. The Finance Director shall provide copies of the CAFR to the City's Mayor, the City Attorney, and the City Commission, not less than ten (10) days prior to the PI- IOENIX/661738.1 Page 2 of 6 above deadline for the submission of the CAFR to the MSRB. 3. Not more than five (5) days after the submission of the CAFR to the MSRB, the Finance Director shall provide to the Mayor, the City Attorney, and the City Commission written confirmation that the CAFR has been submitted and filed properly with the MSRB through EMMA. 4. In the event that the CAFR is not completed in time to submit the CAFR to the MSRB through EMMA within the time specified in paragraph 1 above, the Finance Director will provide the City's unaudited financial information and operating data as required under any Continuing Disclosure Agreement in lieu of the CAFR and provide the CAFR when and as available. 5. In the event neither the unaudited financial information and operating data nor the CAFR is available to be filed or, for any reason, is not filed within the time specified in paragraph 1 above, the Finance Director shall file a notice of occurrence of such Event in accordance with the policy and procedures set forth below under "Reporting of Events," and in accordance with the Rule. 6. The CAFR may be provided to the MSRB through EMMA in one document or a set of documents submitted to the MSRB. 7. The City's CAFR shall be prepared in accordance with generally accepted accounting principles as applied to governmental entities, as in effect from time to time. The CAFR shall be audited by a certified public accountant prior to its submission to the MSRB. 8. Any or all of the items listed above may be incorporated by reference to other documents, including official statements of debt issues with respect to which the City is an "obligated person" (as defined by the Rule), which have been filed with the MSRB through EMMA or the SEC. The Finance Director shall clearly identify each such other document so incorporated by reference. In the event that the Finance Director determines to so incorporate by reference any or all of the items listed above, the Finance Director shall also file a notice through EMMA indicating that all or part of the City's financial and operating information for that year is contained in documents filed with the SEC or with the MSRB through EMMA. Procedure for Reporting of Events So long as the City has any Obligations outstanding for which a Continuing Disclosure Agreement is in effect, it shall comply with the following provisions: 1. The City will periodically review and will comply fully with all obligations contained in any Continuing Disclosure Agreements relating to any Obligations as to which the City is the issuer or an obligated person. 2. The Finance Director shall file, or cause to be filed, a notice of the occurrence of any Event or Events with the MSRB via EMMA with respect to any Obligations to which the Event or Events are applicable, in a timely manner not in excess of ten (10) business days after the occurrence of the Event. The Finance Director shall provide, or cause to be provided, notice of such Event to the MSRB through EMMA, as required by the Rule. Notice may be given through a dissemination agent if applicable. The Events to be disclosed are listed PHOENIX /661738.1 Page 3 of 6 on Schedule 1 hereof, which the Finance Director is responsible for updating in a timely manner in the event that there are future changes to the Rule. 3. Not less than three (3) business days after providing notice of an Event to the MSRB, the Finance Director shall provide a copy of the notice submission filed with the MSRB to the City Attorney, the Mayor, and the City Commission, along with written confirmation that such notice submission was properly filed with the MSRB through EMMA, as required by the Rule. 4. Whenever any Employee, as defined above, obtains actual knowledge of the occurrence of an Event, that employee must inform the Finance Director and the City Attorney in writing as soon as possible. No employee shall be subject to discipline solely on the basis of reporting information to the Finance Director or the City Attorney. 5. In the event the City has obtained one or more credit ratings for any of its Obligations, the Finance Director shall cause such credit ratings to be monitored so that any change in the credit ratings may be timely disclosed. Such monitoring may include (a) verification with the credit rating agencies that such agencies have current contact information for the City and (b) periodic status check of the credit ratings via the rating agencies websites. Manner of Submission The documents, reports and notices required to be submitted to the MSRB pursuant to the Disclosure Policy shall be submitted through EMMA in an electronic format, 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. A description of such format and information as presently prescribed by the MSRB is included in Exhibit A hereto. Disclosure Training for City Employees 1. The Finance Director is responsible for conducting or obtaining annual training of City Employees, as defined above, regarding this Disclosure Policy. Such training shall include a complete review of this Disclosure Policy, the Rule, and the Events listed on Schedule 1 hereto, and shall include a complete overview of the City's obligations under the federal securities laws. Upon completion of the annual training, all City Employees will provide written certification that they have completed the annual disclosure training and that they have reviewed and understand the Disclosure Policy, the Rule and the Events listed on Schedule 1 hereto, and that they will comply with the Disclosure Policy. The disclosure training described herein shall include at least the City Attorney, the City Manager, the City Mayor, and the City Commissioners, along with the Finance Director. 2. Not later than fourteen (14) business days after the end of each fiscal year of the City, the Finance Director shall provide annual written certification to the Mayor and to City Commission that the annual disclosure training has been completed. Procedures relating to the Issuance of Obligations and Participation in Pooled Loan Programs In the event that the City issues Obligations for which a preliminary offering PHOENIX /661738.1 Page 4 of 6 statement and a final offering statement are expected to be prepared, each of these offering statements will contain information relating to the City's finances. The Finance Director and City Attorney shall have primary responsibility for ensuring that all such information is accurate and not misleading in any material aspect. The final offering statement shall also include a certification by the Finance Director that the information contained in the offering statement regarding the City, as of the date of each offering 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 offering statement, in light of the circumstances under which it was provided, not misleading. In the event the City obtains financing through a pooled loan program, the Finance Director and the City Attorney shall have the primary responsibility for ensuring that all information submitted in the application for such pooled loan program is accurate and complete and that any description of the City and its finances contained in any offering materials for such pooled loan program is accurate and complete. The Finance Director, the City Manager and the City Attorney shall also have the primary responsibility for ensuring that any annual certification required in connection with such loan program is accurate and complete. Additional Information Nothing in this Disclosure Policy shall be deemed to prevent 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. Effective Date and Amendments 1. This Disclosure Policy shall be effective immediately upon adoption by the City Commission. 2. This Disclosure Policy may be amended from time to time by the City Commission. PHOENIX /661738.1 Page 5 of 6 Schedule 1 to the City of South Miami, Florida Disclosure Policy SEC Rule 15c2 -12 requires continuing disclosure undertakings to provide for 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 (10) 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 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 (excluding mandatory sinking fund redemptions), if material, and tender offers; if material; 9. Defeasances; 10. Release, substitution or sale of property securing repayment of the securities, 11. Rating changes; 12. Bankruptcy, insolvency, receivership, or a similar proceeding by an obligated person; 13. 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 determination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and 14. Appointment of an additional or a successor trustee, or the change in name of a trustee, if material. PHOENIX /661738.1 Page 6 of 6 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- tocomputer 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. A -1 PI- IOGNIX /661738.1