Continuing Disclosure Policy
Discuss the Proposed Continuing Disclosure Policy, and Adopt a Resolution of the City Council of the City of Rocklin Approving the Continuing Disclosure Policy and Procedures.
The City of Rocklin (City) periodically uses debt financing to fund capital improvements and public infrastructure projects. As a municipal securities issuer, the City is subject to applicable federal securities laws and continuing disclosure obligations intended to provide investors and other market participants with timely and accurate financial and operating information.
Federal Securities and Exchange Commission (SEC) Rule 15c2-12 (17 CFR § 240.15c2-12) establishes the framework for continuing disclosure associated with certain municipal securities offerings. The Rule generally requires underwriters to obtain written agreements from issuers or other obligated persons to provide annual financial information, operating data, and notices of specified events through the Municipal Securities Rulemaking Board's Electronic Municipal Market Access (EMMA) system. Although the Rule does not require issuers to adopt a formal policy, the Government Finance Officers Association (GFOA) recommends written policies and procedures that clearly define responsibilities, reporting processes, and internal controls to support ongoing compliance.
The City has maintained a strong history of compliance with its continuing disclosure obligations. Building on this record, staff recommends adopting the first formal Continuing Disclosure Policy and Procedures (Attachment 2). This proactive step will formalize existing practices, strengthen internal controls, and further promote transparency and accountability. The policy also reinforces the City's credibility as a municipal securities issuer and supports its continued access to capital markets. Additionally, this initiative aligns with the City's Sustainable strategic goal by promoting sound financial management practices and supporting long-term fiscal sustainability.
The proposed policy designates the City Treasurer as the Disclosure Coordinator responsible for overseeing the City's disclosure activities. These responsibilities include coordinating the preparation and submission of required annual disclosure, monitoring filing deadlines, facilitating the review of disclosure documents, and maintaining records supporting the City's compliance efforts. The policy also establishes procedures for coordinating with City departments and external professionals to promote the accuracy, completeness, and consistency of information disclosed to the municipal securities market.
Additionally, the proposed policy establishes a process for City Council review and approval of Official Statements associated with municipal securities issued by the City. This process provides the City Council with an opportunity to review material financial and operating information presented to prospective investors and supports appropriate oversight of the City's debt financing activities.
The policy also establishes procedures for administering applicable continuing disclosure undertakings, including the submission of annual financial information, operating data, audited financial statements when required, and notices of specified events. These procedures are intended to reduce the risk of missed filing deadlines, incomplete disclosures, or inconsistencies in reported information while supporting continuity in the administration of disclosure responsibilities.
Adoption of the policy does not authorize additional debt or create new financing obligations. Rather, it formalizes the City's internal processes for administering existing and future applicable disclosure responsibilities and reinforces its commitment to transparency, regulatory compliance, and responsible debt management.
There is no fiscal impact associated with staff recommendation.