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