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14006 1 RESOLUTION NO. 14,006 2 3 A RESOLUTION TO AUTHORIZE THE EXECUTION AND 4 SUBMISSION OF A QUESTIONNAIRE OR QUESTIONNAIRES IN 5 CONNECTION WITH THE SECURITIES AND EXCHANGE 6 COMMISSION'S MUNICIPALITIES CONTINUINING DISCLOSURE 7 COOPERATION INITIATIVE; AND FOR OTHER PURPOSES. 8 9 WHEREAS, on March 10, 2014, the Securities and Exchange Commission (the "SEC") announced 10 its Municipalities Continuing Disclosure Cooperation Initiative (the "MCDC Initiative"), which was 11 designed to address potential violations of Federal Securities Laws by issuers of municipal securities 12 ("issuers")and underwriters of such municipal securities("underwriters"); and, 13 WHEREAS,the MCDC Initiative affords favorable settlement terms to issuers and underwriters who 14 self-report possible violations of securities laws involving materially inaccurate statements or material 15 omissions in bond offering documents concerning an issuer's prior compliance with its continuing 16 disclosure obligations specified in SEC Rule 15c2-12; and, 17 WHEREAS, if an issuer executes and submits the questionnaire or questionnaires necessary to self- 18 report under the MCDC Initiative and agrees to comply with the MCDC Initiative's standardized 19 settlement terms,the issuer must consent to the institution of an SEC cease and desist order; and, 20 WHEREAS,as part of any settlement, the issuer must undertake to follow certain procedures, which 21 include (but are not limited to) the following: (i) establishing appropriate policies and procedures and 22 training regarding continuing disclosure obligations; (ii) complying with existing continuing disclosure 23 obligations, including updating past delinquent filings within 180 days; and (iii)providing the SEC with a 24 compliance certificate regarding certain matters on the one (1)-year anniversary of the date of the 25 institution of the proceedings; and, 26 WHEREAS, for issuers participating in MCDC Initiative, there will be no civil penalties imposed by 27 the SEC; and, 28 WHEREAS, to participate in the MCDC Initiative, underwriters were required to self-report by 29 September 10, 2014,and issuers are required to self-report by December 1, 2014; and, 30 WHEREAS, at least three(3)bond issues of the City of Little Rock,Arkansas(the "City")have been 31 reported by underwriters to the SEC under the MCDC Initiative; and, 32 WHEREAS, the City may determine that it is in its best interest to self-report certain of its bond 33 issues under the MCDC Initiative; [Page 1 of 21 1 NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY 2 OF LITTLE ROCK,ARKANSAS: 3 Section 1. The City Manager is authorized and directed to execute and submit a questionnaire or 4 questionnaires necessary to self-report under the MCDC Initiative, and to accept the SEC's proposed 5 MCDC Initiative settlement terms (including a cease and desist proceeding), if it is determined by the 6 City Manager, after consultation with the City Attorney and the City's Finance Department Director,that 7 self-reporting is necessary and in the best interests of the City. 8 Section 2. The City's Finance Department Director shall work with City Staff and the City's 9 component units to formulate and establish policies, procedures and training regarding compliance with 10 the City's continuing disclosure obligations under SEC Rule 15c2-12. 11 ADOPTED: November 18,2014 12 AT T: APPROVED: 13 14 15 Susan ang nty Clerk Doris Wright,Vice-Mayor O 16 APPRO 0 LEGAL FORM: 17 18 - 19 Thomas M.Carpenter,city Attorney V 20 // U 21 // 22 // 23 // 24 // 25 // 26 // 27 // 28 // 29 // 30 // 31 // 32 // 33 // 34 // 35 // [Page 2 of 2]