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ATTY/RESO.0046/CC RESO APPROVING DEPT DISCLOSURE POLICIES & PROCEDURES – EXHIBIT A <br />REV: 05-07-19 VR <br />Last update: 5/20/2019 <br />Page 1 of 11 <br /> <br />Exhibit A <br /> <br />City of Redwood City - Debt Disclosure Policies and Procedures <br /> <br />General <br />These Debt Disclosure Policies and Procedures (“Disclosure Policy”) are intended to formally <br />confirm and enhance existing policies and procedures of the City of Redwood City (“City”) in order to <br />facilitate compliance with federal securities laws and existing continuing disclosure obligations. The <br />Disclosure Policy is also applicable to other related entities of the City, such as the Successor Agency to <br />the Redevelopment Agency of the City of Redwood City, the City of Redwood City Public Financing <br />Authority, and any other entity for which the City Council acts as legislative body and all of such related <br />entities are considered to be the “City” for purposes of these policies and procedures. In connection with <br />debt issued by Silicon Valley Clean Water, a joint powers authority of which the City is a member, this <br />policy also applies to the City in connection with any debt in connection with which the City has entered <br />into a continuing disclosure agreement; and then only with respect to information and events specific to <br />the City in connection with such debt. <br /> <br />Federal securities laws require accurate and complete disclosure of material facts in the City’s <br />disclosure documents. Under federal securities laws, the City must exercise reasonable care to avoid <br />material misstatements or omissions in preparing Public Statements that are used to sell the City’s bonds <br />in primary offerings and it may not knowingly or recklessly include material misstatements or misleading <br />statements in other 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 the City. <br /> <br />(i) Specifically, under Section 17(a) of the Securities Act of 1933 (the “Securities <br />Act”), it is unlawful for any person (including the City) in the offer or sale of any securities through <br />means of communication in interstate commerce, for example, to obtain money or property by <br />means of any untrue statement of a material fact or to omit a material fact necessary in order to <br />make the statements made, in light of the circumstances under which they were made, not <br />misleading. <br /> <br />(ii) Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) <br />contains additional anti-fraud provisions. It provides the authority for Securities and Exchange <br />Commission (“SEC”) Rule 10b-5 (17 CFR 240.10b-5 - Employment of manipulative and deceptive <br />devices). Rule 10b-5 prohibits, in connection with the issuance of a municipal security, a municipal <br />issuer from 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 under which <br />they were made, not misleading. Rule 10b-5 also applies to the distribution by the City of <br />information outside the initial issuance context that is reasonably expected to reach investors and <br />the marketplace for the City’s securities. <br /> <br />(iii) SEC Rule 15c2-12 (§ 240.15c2-12 Municipal securities disclosure), prohibits <br />underwriters from purchasing and selling the City’s bonds unless the underwriter has reasonably <br />determined that the City has made a contractual undertaking to provide certain disclosures <br />prescribed in the rule, including annual financial information, audited financial statements, and