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6.H. - Page 17 of 28 ATTACHMENT B Exhibit A City of Redwood City - Debt Disclosure Policies and Procedures Approved by CO RGOI 5/23/16 General These Debt Disclosure Policies and Procedures ("Disclosure Policy") are intended to formally confirm and enhance existing policies and procedures of the City of Redwood City ("City") in order to facilitate compliance with federal securities laws and existing continuing disclosure obligations. The Disclosure Policy is also applicable to other related entities of the City, such as the Successor Redevelopment Agency of the City of Redwood City, the City of Redwood City Public Financing Authority, S+Iteen Valley Water joint Powers A� �theFity of WhiGh the city is a member, and any other entity for which the City Council acts as legislative body and all of such related entities are considered to be the "City" for purposes of these policies and procedures. In connection with debt issued by Silicon Valley Clean Water, a joint powers authority of which the City is a member, this policy also applies to the City in connection with any debt in connection with which the City has entered into a continuing disclosure agreement; and then only with respect to information and events specific to the City in connection with such debt. [This DOSGIesi ire POIOG , is to he aGknowledged by all Gity staff si abient to GE)Mplianne with the DOGGIesWe Delln\/ 1 Federal securities laws require accurate and complete disclosure of material facts in the City's disclosure documents. Under federal securities laws, the City must exercise reasonable care to avoid material misstatements or omissions in preparing Public Statements that are used to sell the City's bonds in primary offerings and it may not knowingly or recklessly include material misstatements or misleading statements in other Public Statements while its bonds are outstanding. Knowledge of any officer or employee of the City., as well as information in files of the City., may be imputed to the City. (i) Specifically, under Section 17(a) of the Securities Act of 1933 (the "Securities Act"), it is unlawful for any person (including the City) in the offer or sale of any securities through means of communication in interstate commerce, for example, to obtain money or property by means of any untrue statement of a material fact or to omit a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. (ii) Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") contains additional anti -fraud provisions. It provides the authority for Securities and Exchange Commission ("SEC") Rule 1015-5 (17 CFR 240.10b-5 - Employment of manipulative and deceptive devices). Rule 10b-5 prohibits, in connection with the issuance of a municipal security, a municipal issuer from making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. Rule 10b- 5 also applies to the distribution by the City of information outside the initial issuance context that is reasonably expected to reach investors and the marketplace for the City's securities. ATTY/RESO.0046/CC RESO APPROVING DEPT DISCLOSURE POLICIES & PROCEDURES -ATTACHMENT B REV: 05-07-19 VR Page 1 of 12 Last update: 5/24/16 313