Town of Waterford - Post Issuance Compliance Policies 1.05

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Town of Waterford 
Post-Issuance Compliance Procedures  
For Bonds, Notes and Other Debt Obligations 
 
 
 
I. 
INTRODUCTION 
 
These post-issuance compliance procedures of the Town of Waterford, Connecticut (the “Town”) 
are designed to provide for the effective management of the Town’s post-issuance compliance 
program related to bonds, notes, financing leases, or other debt obligations (collectively referred 
to herein as “bonds”) of the Town under federal tax laws and federal securities laws, to the extent 
applicable to a particular issue of bonds.   
 
The Director of Finance of the Town will be the primary bond compliance officer responsible for 
each issuance of bonds and for overseeing the Town’s post-issuance compliance program through 
the implementation of these procedures.  All information related to each bond issue and the 
facilities, equipment and other assets financed by such issue shall be maintained by or on behalf 
of the Director of Finance.  The Director of Finance shall review these procedures on at least an 
annual basis and will update them as necessary to accurately reflect compliance responsibilities in 
consultation with bond counsel. 
 
The Town will contract with a municipal advisor to advise the Town and assist with administering 
various responsibilities related to the Town’s bonds, including certain aspects of post-issuance 
compliance with federal tax and securities laws.  The town will retain the services of a bond 
counsel firm to serve as bond counsel and provide legal advice related to the Town’s bonds, 
including advising on post-issuance compliance with federal tax and securities laws.  In carrying 
out these post-issuance compliance procedures, the Director of Finance will consult with and seek 
assistance from the town’s bond counsel and municipal advisor to the extent appropriate. 
 
 
 
II.  
POST-ISSUANCE TAX COMPLIANCE 
 
The following procedures are applicable to any bonds issued by the Town the interest on which is 
excluded from federal income taxes.  
 
A.   
Tax Certificate and Continuing Education 
1. Tax Certificate - A Tax Certificate is prepared for each issuance of bonds.  Immediately 
upon issuing any bonds, the Director of Finance, in consultation with bond counsel and 
municipal advisor, shall review the Tax Certificate and make notes regarding specific 
compliance issues for such bond issue on the Post-Issuance Compliance Notes form, 
which is attached hereto as Exhibit A (the “Notes”).  The Tax Certificate and Notes shall 
clearly define the roles and responsibilities relating to the ongoing compliance activities 
for each bond issue and will identify specific compliance requirements.  The Director of 
Finance will review the Tax Certificate and Post-Issuance Compliance Notes for each 

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issue of outstanding bonds on at least an annual basis to ensure that the specific 
compliance issues for such bonds are being monitored and addressed. 
2. Continuing Education - The Director of Finance will actively seek out advice of bond 
counsel on any matters that appear to raise ongoing tax law compliance concerns and may 
attend or participate or direct other Town personnel to attend or participate in seminars, 
teleconferences, etc. that address federal tax law compliance issues and developments in 
the public finance arena. 
B.   
Tax-Exempt Bonds Compliance Monitoring 
1. Ownership of Bond-Financed Property – One of the requirements with respect to tax-
exempt bonds issued for the benefit of issuers like the Town is that the bond-financed 
property generally must be owned by a State or local governmental unit throughout the 
lesser of (i) the term of the bonds (and of any refunding bonds subsequently issued to 
refinance the property) or (ii) the useful life of the property.  Any proposed sale, 
exchange, trade-in, or other disposition of ownership of or title to bond-financed property 
(other than a sale for salvage value or the disposal of such property as waste at the end of 
its useful life to the Town) should be reviewed in advance with bond counsel so that 
appropriate, timely “remedial action” can be taken to protect the tax-advantaged status of 
the bonds, if required. 
2. Restrictions against other Private Use – The Director of Finance will continuously 
monitor the expenditure of bond proceeds and the use of facilities or equipment financed 
with bonds to ensure compliance with Section 141 of the Internal Revenue Code (the 
“Code”), which establishes limitations on the use of bond-financed property by persons or 
entities that are not units of State or local government.  These limitations apply, for 
example, to individuals using bond-financed assets on a basis other than as a member of 
the general public, to corporations and partnerships and to the federal government and its 
agencies and instrumentalities. 
a. Use of Bond Proceeds – The Director of Finance will monitor and maintain records 
with respect to expenditures to ensure that “new money” bond proceeds are being used 
on capital expenditures for exempt purposes in accordance with the governing bond 
legal documents (and also to facilitate the tracking of such expenditures with respect to 
refunding issues that refinance such “new money” bonds) and will document the 
allocation of all bond proceeds including “new money” and refunding purposes. 
b. Use of the Bond-Financed Facility or Equipment 
i. 
Equipment assets financed or refinanced with bonds will be listed in a 
schedule for each bond issue.  The Director of Finance will maintain (i) a list 
of all bond-financed equipment allocable to each bond issue and (ii) a record of 
such equipment’s expected useful life.  Equipment assets generally are not to 
be sold or disposed of prior to the earlier of (a) the date the “new money” 
bonds and all subsequent refundings of such bonds are fully paid or (b) the end 
of the useful life of such equipment. 
ii. 
Constructed, renovated or acquired assets financed or refinanced with 
bonds – In order to ensure that assets constructed, renovated or acquired using 

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bond proceeds, such as buildings, real property improvements and other 
infrastructure assets, are not leased, sold or disposed of prior to the end of the 
term of the applicable bonds and of all subsequent refundings of such bonds: 
• Any asset constructed, renovated or acquired with bond proceeds shall be 
flagged in the Town’s records, and 
• All uses of these assets will be monitored by the Director of Finance. 
iii. 
Change of Use – If there is any proposal to change the use of a bond-financed 
facility from a qualified purpose to a use in which a private (or federal 
government) entity may have the use or benefit of such a facility, the Director 
of Finance will consult with bond counsel prior to the occurrence of the 
proposed change in use to determine what impact, if any, the proposed change 
may have on the tax-exempt status of the applicable bonds.  Examples of 
changes in use that can affect the tax-exempt status of bonds include 
management contracts with third parties for the management or operation of 
bond-financed assets and leases of buildings or other property to third parties. 
3. Qualification for Initial Temporary Periods and Compliance with Restrictions against 
Hedge Bonds 
a. Expectations as to Expenditure of Bond Proceeds 
i. 
In order to qualify under the arbitrage rules of Code Section 148 for an initial 
temporary period, usually for three (3) years, with respect to a new money 
bond financing—during which bond proceeds can be invested without regard 
to yield (but potentially subject to rebate)—the Town must reasonably expect 
to spend at least 85% of “net sale proceeds” of the bonds by the end of the 
temporary period.  Additionally, under Code Section 149, in order to avoid 
classification of an issue of bonds as “hedge bonds,” the Town must both (i) 
reasonably expect to spend 85% of the “net sale proceeds” of the bonds within 
the three-year period beginning on the issuance date of the bonds and (ii) invest 
not more than 50% of the proceeds of the issue in investments having a 
substantially guaranteed yield for four (4) years or more.  These expectations 
will be documented for the Town’s outstanding bond issues in the Tax 
Certificate executed in connection with each new money bond issue. 
ii. 
If, for any reason, the Town’s expectations concerning the period over which 
the bond proceeds are to be expended change from what was documented in 
the applicable Tax Certificate, such that the length of expenditure period is 
expected to be extend beyond three years from the issuance date of a new 
money bond issue, the Director of Finance will consult with bond counsel. 
b. Bond Proceeds Spending Schedule Compliance Monitoring – For as long as there are 
unspent “new money” proceeds of a bond issue, the Director of Finance will compare 
and analyze the original anticipated capital project spending schedule and the actual 
payouts and reimbursements on each bond-financed project, on an annual or more 
frequent basis.  The purpose of this analysis is to identify variances from the original 
spending schedule for each project and to document the reasons for these variances (to 

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the extent they reflect delays in the expenditure of bond proceeds) to provide a 
continual record on the spending progress for each bond-financed project.  Generally, 
if there are delays in expending new money bond proceeds, the tax-exempt status of 
the bonds under either the temporary period rules or the hedge bond rules should not 
be adversely affected, unless circumstances surrounding actual events relating to 
project development cast doubt on the reasonableness of the stated expectations 
regarding expenditures that were documented on the issuance date in the applicable 
Tax Certificate on the issuance date.  Therefore, it is important for the Director of 
Finance to update the progress of each project at least quarterly, and consult with bond 
counsel as to any substantial delays from the original expenditure schedule.   
c. Investment Earnings Monitoring – As part of the monitoring process described in 
Section II.B.3.b above, the Director of Finance will track the actual investment 
earnings accruing on unexpended bond proceeds on an annual or more frequent basis 
and will track the expenditure of all such earnings (which are treated for tax law 
purposes as additional proceeds of the bonds) on project costs.   
4. Arbitrage and Rebate Compliance 
a. In General.  Bonds may lose their tax-favored status, retroactive to the date of 
issuance, if they do not comply with the arbitrage restrictions of Section 148 of the 
Code.  Two sets of requirements under the Code generally must be applied in order to 
determine whether bonds satisfy Section 148 of the Code: (1) the yield restriction 
requirements of Section 148(a) and (2) the rebate requirements of Section 148(f).   
b. Yield Restriction Requirements.  The yield restriction requirements provide, in 
general terms, that the “gross proceeds” of a bond issue may not be invested in 
investments generating a yield higher than the yield of the bond issue, except for 
investments (i) during one of the temporary periods permitted under the arbitrage rules 
(including the initial three year temporary period described in Section II.B.3.a.ii 
above, a 90-day temporary period for current refundings and another temporary period 
for moneys expected to be used on a current basis to pay debt service on the bonds), 
(ii) in a reasonably required reserve or replacement fund or (iii) in an amount not in 
excess of the lesser of 5% of the sale proceeds of the issue or $100,000 (the so-called 
“minor portion”).  Under limited circumstances, the yield on investments subject to 
yield restriction can be reduced through payments to the IRS known as “yield 
reduction payments.”  The Tax Certificate will identify those funds and accounts 
associated with a particular issue of bonds known, as of the date of issuance, to be 
subject to yield restriction. 
c.  Rebate Requirements 
i. 
If, consistent with the yield restriction requirements of the arbitrage rules, 
amounts treated as bond proceeds are permitted to be invested at a yield in 
excess of the yield on the bonds pursuant to one of the three exceptions to yield 
restriction referred to above, rebate payments may be required to be made to 
the U.S. Treasury.  Under the arbitrage rules, the aggregate rebate liability is 
generally the present value of the excess of the amount actually earned on bond 
funded investments over the amount that would have been earned on such 

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investments had they been invested at the yield on the bonds.  At least 90% of 
the rebate amount calculated for the first computation period must be paid no 
later than 60 days after the end of the first computation period.  The amount of 
rebate payments required for subsequent computation periods (other than the 
final period) is that amount which, when added to the future value of prior 
rebate payments, equals at least 90% of the rebate amount.  For the final 
computation period, 100% of the calculated amount must be paid.  Available 
exceptions to the rebate requirement, and related expectations, are generally 
documented for each bond issue in the applicable Tax Certificate, although 
rebate liability and compliance is generally based on actual facts established 
after bond closing. 
ii. 
As required, the Town will have their municipal advisor calculate, or engage 
another experienced independent rebate analyst to calculate, the cumulative 
rebate liability (positive or negative) that has accrued with respect to the bonds 
and provide a written rebate report to the Director of Finance documenting the 
rebate analyst’s methodology and conclusions.  Bond counsel can assist with 
referrals to qualified rebate analysts. 
d.  Timing of Rebate Payments  
The Director of Finance will ensure the proper calculation and payment of any rebate 
payment (and/or yield-reduction payment) within the following time frames: 
i. 
The first installment with respect to a bond issue is due no later than 60 days 
after the end of the fifth (5th) anniversary of each bond issuance; 
ii. 
Succeeding installments are due at least every fifth (5th) following anniversary 
date; 
iii. 
The final installment with respect to a bond issue is due no later than 60 days 
after retirement of the last bond of the issue (whether at final maturity or 
earlier, on an optional bond redemption date or when bonds are purchased or 
otherwise acquired for retirement or cancellation); generally, a final rebate 
installment will be due not later than 60 days after early retirement of the last 
bond in the issue in connection with a refunding of that issue. 
Rebate (and/or yield reduction) payments are accompanied by returns filed on IRS Form 
8038-T. 
C.   
Record Retention 
1. General 
Section 6001 of the Code provides the general rule for the proper retention of records for 
federal tax purposes.  The IRS regularly advises taxpayers to maintain sufficient records to 
support their tax deductions, credits and exclusions.  In the case of a tax-exempt bond 
transaction, the primary taxpayers are the bondholders.  In order to ensure the continued 
tax-exempt treatment of interest on its bonds, it is important, in all cases, that the Town 
retain sufficient records to support characterization of the bonds as tax-exempt. 

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2. Storage of Records 
a. All records associated with any bond issue shall be stored electronically or in hard 
copy form at the Town’s main offices or at another location conveniently accessible to 
the Town.   
b. The Director of Finance will ensure that the Town provides for appropriate storage of 
these records.   
c. If storing documents electronically, the Town shall conform with IRS Revenue 
Procedure 97-22, 1997-1 C.B. 652 (as the same may be amended, supplemented or 
superseded), which provides guidance on maintaining books and records by using an 
electronic storage system.  Bond counsel can furnish a copy of this Revenue Procedure 
if needed. 
3. Bond-Related Records 
The Town shall maintain bond records as identified in this Section II.C.3 for the longer of 
(i) the life of the bonds plus six (6) years or (ii) the life of refunding bonds (or the series of 
refunding bonds) that refinance the bonds plus six (6) years.  Bond records shall include 
the following documents: 
a. Pre-Issuance Documents 
i. 
Guaranteed Investment Contracts (“GICs”) and Other Investments 
(including Treasury State and Local Government Series obligations 
(“SLGS”)) – if applicable, the Director of Finance shall retain all 
documentation regarding the procurement of each GIC or other investment 
acquired prior to bond issuance in anticipation of the issuance of the bonds, 
including if applicable the request for bids, bid sheets, documentation of 
procurement method (i.e., competitive vs. negotiated), etc.  If investments 
other than SLGS are used for a defeasance escrow, the documentation should 
include an explanation of the reason for the purchase of such non-SLGS 
securities and documentation establishing the fair value of the securities at the 
time of acquisition and compliance with safe harbor bidding rules.  If SLGS 
are purchased, documentation relating to all preliminary and/or final SLGS 
subscriptions shall be maintained. 
ii. 
Anticipated Capital Spending Schedule – the Director of Finance shall retain 
all documentation and calculations relating to the anticipated capital spending 
schedule used to meet the “reasonable expectations” test and use of proceeds 
tests, as well as copies of contracts with general and sub-contractors or 
summaries thereof. 
iii. 
Issue Sizing – the Director of Finance shall maintain a copy of all bond 
structuring proposals and information furnished in connection with the bond 
issue. 
iv. 
Bond Insurance or Other Credit Enhancement – if applicable, the Director of 
Finance shall maintain a copy of insurer and credit provider premium or fee 

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quotes and calculations supporting the cost benefit of acquiring bond insurance 
or other credit enhancement with respect to the bonds. 
v. 
Forward Starting Swaps or Other Hedge Documentation – if applicable, the 
Director of Finance shall retain all documentation regarding any interest rate 
swap or other hedge agreement entered into on or before the date of bond 
issuance relating to the bonds, including any “swap identification” 
documentation prepared with respect thereto in order to facilitate the treatment 
of such agreement as a “qualified hedge” under the arbitrage rules of Code 
Section 148. 
vi. 
Costs of Issuance documentation – the Director of Finance shall retain all 
invoices, payments and certificates related to costs of issuance of the bonds. 
b. Issuance Documents 
i. 
The Director of Finance shall retain a physical bond transcript and/or a digital 
copy of the bond transcript.   
c. Post-Issuance Documents 
 
i. 
Post-Issuance Guaranteed Investment Contracts and Investments (including 
SLGS) – the Director of Finance shall retain all documentation regarding the 
procurement of any GIC or other investment acquired with bond proceeds after 
bond issuance, including as applicable the request for bids, bid sheets, 
documentation of procurement method (i.e., competitive vs. negotiated), etc.  If 
investments other than SLGS are used for a refunding defeasance escrow, the 
documentation should include an explanation of the reason for the purchase of 
such non-SLGS securities and documentation establishing the fair value of the 
securities and compliance with safe harbor bidding rules.  If SLGS are 
purchased, documentation relating to all preliminary and/or final SLGS 
subscriptions shall be maintained.   
ii. 
Post-Issuance Swap or Other Hedge Documentation – the Director of 
Finance shall retain all documentation regarding any interest rate swap or other 
hedge agreement entered into after date of bond issuance relating to the bonds, 
including any “swap identification” documentation prepared with respect 
thereto in order to facilitate the treatment of such agreement as a “qualified 
hedge” under the arbitrage rules of Code Section 148. 
iii. 
Interest Rate Resets – for bonds bearing interest at variable rates, records of 
each interest rate reset. 
iv. 
Records of Investments – statements of earnings and any other documentation 
regarding investments acquired with bond proceeds shall be retained by the 
Director of Finance.   
v. 
Investment and Expenditure Activity Statements – the Director of Finance 
shall maintain or shall cause to be maintained all invoices and other spending 
records relating to expenditures of bond proceeds for equipment purchases and 

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constructed, renovated or acquired projects or for any other purpose, as well as 
all records relating to the investment of such proceeds prior to expenditure. 
Such records may be maintained either electronically or in hard copy form.   
vi. 
Records of Compliance 
• Qualification for Initial Temporary Periods and Compliance with 
Restrictions Against Hedge Bond Documentation – the Director of 
Finance shall prepare the annual analysis described in Section II.B.3 of this 
document and maintain these records. 
• Arbitrage Rebate Reports – may be prepared by the Director of Finance or 
a third party as described in Section II.B.4.c.ii of this document, and copies 
of all such reports will be retained by the Director of Finance. 
• Rebate Returns and Payment – shall be prepared at the direction of the 
Director of Finance and filed as described in Section II.B.4.d of this 
document, and copies of all such returns and payments will be retained by 
the Director of Finance.   
• Contracts under which any bond proceeds are spent (consulting 
engineering, acquisition, construction, etc.) - the Director of Finance shall 
obtain copies of these contracts and retain them in the bond files. 
d. General 
i. 
Audited Financial Statements – the Director of Finance will maintain copies 
of the Town’s annual audited financial statements. 
ii. 
Reports of any prior IRS Examinations – the Director of Finance will 
maintain copies of any written materials pertaining to any IRS examination of 
the Town’s bonds.   
D.   
Voluntarily Correcting Failures to Comply with Post-Issuance Compliance 
Requirements 
If, in the course of monitoring compliance with applicable federal tax laws, a potential federal tax 
law violation is discovered in connection with an issue of its bonds, the Town may be able to 
address the violation through one of the methods listed below.  The Town should work with bond 
counsel to determine the best way to proceed if a violation is discovered or suspected. 
1. 
Taking remedial actions permitted under the Treasury Regulations  
Depending upon the nature of the potential violation and the timing of the discovery of the 
potential violation, it may be possible for the Town to take “remedial action” under 
applicable Treasury Regulations to protect the tax-advantaged status of the bonds through 
timely action.  Depending upon the facts, such remedial action might involve a prompt 
redemption or defeasance of all or a portion of the outstanding bonds or, in some cases, 
the tracing of sale or other disposition proceeds to the acquisition of other tax law 
compliant assets, or the tracing of the bond-financed assets themselves to another tax law 

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compliant use.   It is essential, however, that the potential violation be brought to the 
attention of bond counsel as soon as possible because the remedial action rules are subject 
to strict timing limitations. 
2. 
Utilizing the Voluntary Closing Agreement Program 
The Internal Revenue Manual establishes a voluntary closing agreement program (VCAP) 
for tax-exempt bonds whereby bond borrowers can disclose and resolve tax law violations 
through closing agreements with the Internal Revenue Service in a manner that preserves 
the tax-exempt status of the bonds. 
 
III.   POST-ISSUANCE CONTINUING DISCLOSURE COMPLIANCE 
 
Federal securities laws prohibit making any untrue statement of a material fact or omitting any 
material fact necessary in order to make disclosure statements, in the light of the circumstances 
under which they were made, not misleading.  The Director of Finance will take primary 
responsibility to ensure that the Town complies with each obligation included in its continuing 
disclosure agreements or certificates executed in connection with each of its outstanding bond 
issues for which a continuing disclosure agreement was required and entered into by the Town, 
both as to (A) the timeliness and content of continuing disclosure filings, and (B) the accuracy of 
disclosure regarding such filings in the Town’s official statements.  In furtherance of this 
responsibility, the Director of Finance will take primary responsibility for ensuring that the Town 
carefully reviews its continuing disclosure obligations, submits timely and complete filings in 
accordance with such obligations and submits disclosure filings that are accurate, complete and 
not misleading. 
 
A.   
The Obligations of the Town 
 
Under the provisions of Rule 15c2-12 adopted by the Securities and Exchange Commission under 
the Securities Exchange Act of 1934 (the “Rule”), Participating Underwriters (as defined in the 
Rule) are required to determine that issuers have entered into written continuing disclosure 
agreements to make ongoing disclosure in connection with bonds subject to the Rule.  Unless a 
bond issue of the Town is exempt from compliance with the Rule or the continuing disclosure 
provisions of the Rule as a result of certain permitted exceptions, the Town will enter into such a 
continuing disclosure agreement upon the issuance of the bonds. 
 
Pursuant to any continuing disclosure agreement entered into by the Town in connection with an 
issue of bonds, the Town agrees to provide certain information for the benefit of the owners of the 
Town’s bonds and to assist the purchasers of the Town’s bonds in complying with the Rule.  The 
information required to be provided will be specified in each continuing disclosure agreement and 
may include annual reports and/or notice of certain significant events, depending on the term of 
the bonds.  Compliance with the filing requirements may be satisfied by filing the information 
with the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access 
(“EMMA”) website. 
 

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Annual reports required to be filed will include audited financial statements of the Town and 
certain financial and operating data specified in the continuing disclosure agreement.  The annual 
reports are required to be filed on an annual basis on or before a date specified in the continuing 
disclosure agreement. 
 
Continuing disclosure agreements also require the Town to file notice of the occurrence of certain 
significant events by a certain number of days specified in the agreement from the occurrence of 
the event (typically 10 business days from the occurrence of the event).  Although the list of 
significant events in a particular continuing disclosure agreement may differ based on the list that 
existed in the Rule at the time of the particular bond issue, the current list of significant events 
that must be included in a continuing disclosure agreement for which a filing is required is as 
follows: 
 
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 bonds, or other material 
events affecting the tax status of any of the Town’s bonds or notes. 
7. Modifications to rights of the registered owners, including beneficial owners, of the 
Town’s bonds and notes, if material. 
8. Bond calls, if material, and tender offers. 
9. Defeasances.  
10. Release, substitution or sale of property securing repayment of any of the Town’s 
bonds or notes, if material. 
11. Rating changes. 
12. Bankruptcy, insolvency, receivership or similar event of the Town.* 
                                                 
* As noted in the Rule, this event is considered to occur when any of the following occur: (i) the appointment of a 
receiver, fiscal agent or similar officer for the Town in a proceeding under the U.S. Bankruptcy Code or in any 
proceeding under state or federal law in which a court or governmental Town has assumed jurisdiction over 
substantially all of the assets or business of the Town, 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 Town, or (ii) the entry of an order confirming a plan of reorganization, arrangement or liquidation by a 
court or governmental Town having supervision or jurisdiction over substantially all of the assets or business of the 
Town. 

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13. The consummation of a merger, consolidation, or acquisition involving the Town or 
the sale of all or substantially all of the assets of the Town, 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 Town, if material, or agreement to 
covenants, events of default, remedies, priority rights, or other similar terms of a financial 
obligation of the Town, any of which affect the registered owners, including beneficial owners, 
of the bonds, if material.† 
16. Default, event of acceleration, termination event, modification of terms, or other 
similar events under the terms of a financial obligation of the Town, any of which reflect 
financial difficulties.† 
The Director of Finance will compile and maintain a set of all currently effective continuing 
disclosure agreements of the Town for bonds that are currently outstanding, each of which will 
have been included in the closing transcript for the related bond issue.  As bonds are completely 
paid or redeemed, the Director of Finance will remove the related continuing disclosure 
agreement from the set of currently effective continuing disclosure agreements.  The following 
procedures are required for and shall apply to only the currently effective continuing disclosure 
agreements for which continued compliance is required.   
 
B. 
Timeliness and Content of Continuing Disclosure Filings 
 
I.  Annual Reports  
 
The Director of Finance will take primary responsibility for ensuring that the Town’s Annual 
Reports are assembled to include the information required by its continuing disclosure agreements 
and are filed on EMMA within the period of time after the end of the Town’s fiscal year specified 
in the applicable continuing disclosure agreement.  The Town’s Annual Report will be posted on 
EMMA by the town’s municipal advisor.  To ensure the Town’s Annual Reports are complete, 
accurate and not misleading, the Town agrees to take the following steps: 
 
1. The Director of Finance shall arrange for the town’s municipal advisor to provide a 
notice of the deadline for filing an Annual Report at least two months prior to the deadline.   
2. The Director of Finance shall review each of the Town’s continuing disclosure 
agreements to confirm the information and material that is required to be filed as part of the 
Annual Report; 
                                                 
† For purposes of event numbers 15 and 16, the term “financial obligation” means a (i) debt obligation; (ii) derivative 
instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned 
debt obligation; or (iii) guarantee of (i) or (ii).  The term “financial obligation” excludes municipal securities for 
which a final official statement has been provided to the MSRB consistent with the Rule.  In the case of the Town, a 
“financial obligation” would include, among other things and if material, any bonds or notes for which a final official 
statement has not been filed with the MSRB, letters of credit, and lease purchase agreements. 

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3. The Director of Finance will work with the municipal advisor to complete a draft of 
each Annual Report at least one month prior to the required filing date; 
4. The Director of Finance will provide the draft Annual Report to and consult with 
any relevant officials of the Town, the Town’s staff and any other party, as he or she deems 
appropriate, to solicit assistance in completing the Annual Report or to address any questions 
that arise with respect to the accuracy or completeness of the Annual Report to ensure that it is 
accurate, complete and not misleading; and 
5. When the Director of Finance has resolved all questions regarding the accuracy and 
completeness of, and any potentially misleading statements in, the Annual Report and 
determined that it is in final form and responsive to the information required to be included 
pursuant to the continuing disclosure agreements of the Town, the Director of Finance will 
provide the final version of the Annual Report to the municipal advisor for filing and arrange 
for the filing of the Annual Report by the municipal advisor on EMMA on or before the 
deadline specified in the applicable continuing disclosure agreement or agreements.  
II.  Notices of Significant Events 
 
The Director of Finance will monitor the Town’s continuing disclosure compliance on a frequent 
and ongoing basis with respect to notice of the events specified in the Town’s continuing 
disclosure agreements and be responsible for ensuring that notice of the occurrence of any such 
events is filed on EMMA by mstat within the time period required in the applicable continuing 
disclosure agreements.  In order to facilitate such compliance, the Director of Finance will: 
 
1. 
Arrange for the town’s municipal advisor to provide written notification by email 
or otherwise to the Director of Finance on a periodic basis, but at least annually, to 
ensure he or she regularly reviews the list of events specified in the Town’s 
continuing disclosure agreements to determine whether any event has occurred that 
may require filing notice on EMMA;  
2. 
Establish an internal process that includes any other official of the Town that may 
have authority to negotiate and/or enter into the types of arrangements described in 
event number 15 of the Rule to ensure that any such arrangements are reviewed by 
the Director of Finance, in consultation with the Town’s officials and staff, their 
municipal advisor and bond counsel and/or general counsel, as appropriate, 
sufficiently in advance of the execution thereof in order to determine whether the 
arrangement will result in a financial obligation or agreement that is material; 
3. 
Upon the occurrence of any such event or potential event, immediately consult 
with the Town’s officials and staff, municipal advisor and bond counsel and/or 
general counsel, as appropriate, to confirm the Town’s obligation to disclose such 
event; and 
4. 
Arrange with the town’s municipal advisor for a timely filing of notice on EMMA 
regarding the occurrence of any such event. 
 
C. 
Accuracy of Disclosure in Official Statements 

BOF 1.05 
13 
 
 
The Director of Finance will be responsible for ensuring the accuracy and completeness of 
disclosure in the Town’s official statements regarding the Town’s continuing disclosure 
compliance.  In furtherance of this responsibility, the Director of Finance will take the following 
steps while preparing any official statement of the Town: 
 
1. Review both (i) the timeliness and (ii) the content and sufficiency of the Town’s 
Annual Report filings for the five-year period preceding the official statement, noting any 
instances of late or incomplete filings; 
2. Review the list of events specified in the Town’s continuing disclosure agreements 
and certificates to determine whether any event has occurred during the five-year period 
preceding the official statement and, if any such event has occurred, confirm that notices of 
such event or events have been timely filed on EMMA; 
3. Consult with the Town’s staff, municipal advisor, bond counsel and/or general 
counsel, as appropriate, with respect to any question regarding the Town’s continuing 
disclosure compliance; 
4. If needed, arrange for the municipal advisor to file any corrective or missing 
disclosure and/or notices on EMMA; and 
5. Collaborate with municipal advisor and bond counsel to draft a statement regarding 
the Town’s continuing disclosure compliance in the five-year period preceding the official 
statement that reflects any instances of noncompliance by the Town during such period. 
 
 
 
 
Adopted:  July 20, 2022