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Res16 15493
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Res16 15493
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Last modified
5/31/2016 11:16:04 AM
Creation date
5/31/2016 11:16:02 AM
Metadata
Fields
Template:
CC Index
CC Index - Document Type
Resolution
Meeting Type
Joint
Agency Type
City Council and Successor Agency and Public Financing Authority
Date
5/23/2016
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05/23/2016 <br /> Exhibit A <br /> Debt Disclosure Policies and Procedures Attached <br /> Debt Disclosure Policies and Procedures <br /> Genera/ <br /> These Debt Disclosure Policies and Procedures ("Disclosure Policy") are intended <br /> to formally confirm and enhance existing policies and procedures of the City of Redwood <br /> City ("City") in order to facilitate compliance with federal securities laws and existing <br /> continuing disclosure contracts. The Disclosure Policy is applicable to other related <br /> entities of the City, such as the Successor Redevelopment Agency of the City of Redwood <br /> City, the City of Redwood City Public Financing Authority and any other entity for which <br /> the City Council acts as legislative body and all of such related entities are considered to <br /> be the "City" for purposes of these policies and procedures. <br /> Federal securities laws require accurate and complete disclosure of material facts <br /> in the City's disclosure documents. Under federal securities laws, the City must exercise <br /> reasonable care to avoid material misstatements or omissions in preparing Public <br /> Statements that are used to sell the City's bonds in primary offerings and it may not <br /> knowingly or recklessly include material misstatements or misleading statements in other <br /> Public Statements while its bonds are outstanding. Knowledge of any officer or <br /> employee of the City as well as information in files of the City may be imputed to <br /> the City. <br /> (i) Specifically, under Section 17(a) of the Securities Act of 1933 (the <br /> "Securities Act"), it is unlawful for any person (including the City) in the offer or sale <br /> of any securities through means of communication in interstate commerce, for <br /> example, to obtain money or property by means of any untrue statement of a <br /> material fact or to omit a material fact necessary in order to make the statements <br /> made, in light of the circumstances under which they were made, not misleading. <br /> (ii) Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange <br /> Act") contains additional anti-fraud provisions. It provides the authority for <br /> Securities and Exchange Commission ("SEC") Rule 10b-5 (17 CFR 240.10b-5 - <br /> Employment of manipulative and deceptive devices). Rule 10b-5 prohibits, in <br /> connection with the issuance of a municipal security, a municipal issuer from <br /> making any untrue statement of a material fact or omitting to state a material fact <br /> necessary in order to make the statements made, in the light of the circumstances <br /> under which they were made, not misleading. Rule 10b-5 also applies to the <br /> distribution by the City of information outside the initial issuance context that is <br /> reasonably expected to reach investors and the marketplace for the City's <br /> securities. <br /> (iii) SEC Rule 15c2-12 (§ 240.15c2-12 Municipal securities disclosure), <br /> prohibits underwriters from purchasing and selling the City's bonds unless the <br /> underwriter has reasonably determined that the City has made a contractual <br /> ATTY/RES0.0044/CC RESO DEBT DISCLOSURE POLICIES AND PROCEDURES RE50.#15493 <br /> REV:05-12-16 JS MUFF#205 <br /> Page 2 of 13 <br />
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