AgdaPkt 2016-05-23 Closed, Joint SA and PFA

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6.3.B. - Page 9 the Official Statement with other members of the Contributor's department, all for the purpose of ensuring the accuracy of the relevant portions of the Official Statement. Responsibilities of City Attorney. The City Attorney, or a designee, shall review the Official Statement and shall draft for the Official Statement descriptions of: (i) any material current, pending or threatened litigation, (ii) any material settlements or court orders, and (iii) any other legal issues that are material information for purposes of the Official Statement. Responsibilities of the Assistant City Manager/Administrative Services Director (ACM/ASD). The ACM/ASD, or designee, shall review the Official Statement, identify any material difference in presentation of financial information from the financial statements and ensure there are no misstatements or omissions of material information in any sections that contain descriptions of information prepared by the ACM/ASD, or the ACM/ASD staff, or of relevance to the finances of the City. In addition, the ACM/ASD, or designee, shall determine whether the City's then-available financial statements are appropriate to be included in the Official Statement. The ACM/ASD shall ensure that the consent of the City's independent financial auditor is not required to include the financial statements in the Official Statement or to include in continuing disclosure filings and that, to the extent such consent is not obtained, that the appropriate disclosure regarding the lack of consent from the auditor (or performance of additional procedures by the auditor) is included in the Official Statement. The ACM/ASD shall submit all Preliminary Official Statements to the City Council for approval. The approval of a Preliminary Official Statement by the City Council shall be docketed as a required business matter and shall not be approved as a consent item. Each staff administrative report seeking City Council approval of a securities transaction with a Preliminary Official Statement shall summarize the responsibilities of the City Council with respect to the Preliminary Official Statement but does not need to include the full text of the following paragraph entitled "Responsibilities of City Council." Responsibilities of City Council. City Council members shall receive a copy of the Preliminary Official Statement prior to its distribution. The SEC has issued guidance as to the duties of the City Council with respect to its approval of a Preliminary Official Statement. In its "Report of Investigation in the Matter of County of Orange, California as it Relates to the Conduct of the Members of the Board of Supervisors" (Release No. 36761 / January 24, 1996) ("Orange County Release"), the SEC indicated that, if a member of a city council has knowledge of any facts or circumstances that an investor would want to know about prior to investing in bonds to be issued by the city, whether relating to their repayment, tax-exempt status, undisclosed conflicts of interest with interested parties, or otherwise, he or she should endeavor to discover whether such facts are adequately disclosed in the Preliminary Official Statement. In the Orange County Release, the SEC indicated that the steps that a member of a city council could take include becoming familiar with the Preliminary Official Statement and questioning city staff and consultants about the disclosure of such facts. If the city council concludes that the Preliminary Official Statement includes all facts that would be material to an investor in the bonds to be issued by the City, it shall adopt a resolution that authorizes staff of the City to execute a certificate to the effect that the Preliminary Official Statement has been "deemed final." Continuing Disclosure Filings Page 4 of 11