RESOLUTION NO. 25.XXX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
LAGUNA BEACH, CALIFORNIA, AUTHORIZING THE ISSUANCE
OF CITY OF LAGUNA BEACH UNDERGROUND UTILITY
ASSESSMENT DISTRICT NO. 2021-1 (WEST STREET) LIMITED
OBLIGATION IMPROVEMENT BONDS, AWARDING THE SALE
OF SUCH BONDS, APPROVING FISCAL AGENT AGREEMENT,
OFFICIAL STATEMENT, BOND PURCHASE AGREEMENT, AND
CONTINUING DISCLOSURE CERTIFICATE AND AUTHORIZING
THE CITY MANAGER, OR ASSISTANT CITY MANAGER TO
NEGOTIATE THE TERMS OF THE PURCHASE OF THE BONDS
WHEREAS, the City Council (“City Council”) of the City of Laguna Beach (the “City”), California, has previously adopted its Resolution No. 25.032 on May 20, 2025 (the “Resolution of Intention”), pursuant to the provisions of Division 12 of the Streets and Highways Code of the State of California (the “Municipal Improvement Act of 1913”) with respect to the construction of certain underground utility system improvements, appurtenances, right-of-way improvements, and all appurtenant work in connection therewith in certain streets and other public easements (collectively, the “Improvements”) within, and for the benefit of property within, an assessment district, identified as Underground Utility Assessment District No. 2021-1 (West Street), City of Laguna Beach, Orange County, State of California (the “Assessment District”), and the levy of assessments on the lots and parcels of property within the Assessment District to finance the costs of the construction of the Improvements; and
WHEREAS, the Resolution of Intention provides for the issuance of bonds pursuant to Division 10 of the Streets and Highways Code of the State of California (the “Improvement Bond Act of 1915”) to represent and be secured by unpaid assessments levied on lots and parcels of property within the Assessment District; and
WHEREAS, proceedings for the formation of the Assessment District and the levy of assessments on the assessable lots and parcels of property therein have been completed, the 9 -2- Reso. #
Assessment District has been formed and assessments have been authorized to be levied on the lots and parcels of property therein; and
WHEREAS, the City Treasurer has confirmed an assessment in the total amount of $5,233,077, of which $1,061,227.26 has been prepaid; and WHEREAS, the City Council proposes to issue bonds for the Assessment District to be designated “City of Laguna Beach Underground Utility Assessment District No. 2021-1 (West Street) Limited Obligation Improvement Bonds” (the “Bonds”) in an aggregate principal amount which shall not exceed the amount of the unpaid assessments on lots and parcels of property within the Assessment District, the proceeds of which will be used to finance the costs of the construction of the Improvements; and
WHEREAS, there has been made available to the City Council a form of fiscal agent agreement (the “Fiscal Agent Agreement”) by and between The Bank of New York Mellon Trust Company, as Fiscal Agent (the “Fiscal Agent”) and the City providing for the issuance, administration, and payment of the Bonds; and
WHEREAS, there has been presented to the City Council a form of preliminary official statement (the “Preliminary Official Statement”) describing the Bonds, the City and the Assessment District; and
WHEREAS, there has been presented to the City Council a form of bond purchase agreement (the “Bond Purchase Agreement”) between Oppenheimer & Co. Inc., as underwriter (the “Underwriter”), and the City whereby the Underwriter will purchase the Bonds from the City; and
WHEREAS, there has also been presented to the City Council a form of continuing disclosure certificate (the “Continuing Disclosure Certificate”) to be executed and delivered by the 10 -3- Reso. #
City with respect to the Assessment District and the Bonds for the benefit of the owners of the Bonds in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the “Rule”); and
WHEREAS, Section 8830(b) of the California Streets and Highways Code authorizes a legislative body issuing bonds under the Improvement Bond Act of 1915 to covenant, by resolution, to commence and diligently prosecute to completion any foreclosure action regarding delinquent installments of any assessment which secures the bonds and to specify, by resolution, a deadline for commencement of such foreclosures and such other terms and conditions regarding it as the legislative body may determine to be reasonable; and WHEREAS, the City Council has determined that the Bonds should be issued and sold on the terms and conditions hereinafter specified.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAGUNA BEACH DOES RESOLVE:
SECTION 1. Recitals. The foregoing recitals are true and correct and are incorporated herein by this reference.
SECTION 2. Approval of Issuance of the Bonds. The issuance of not to exceed $4,123,024 aggregate principal amount of the Bonds in order to construct the Improvements within and for the Assessment District is authorized and approved. The Bonds shall be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof, except that one Bond may include the amount by which the total exceeds the maximum integral of $5,000, if any and shall be issued in accordance with the terms and conditions set forth in the Fiscal Agent Agreement.
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SECTION 3. Fiscal Agent Agreement. The form of the Fiscal Agent Agreement with respect to the Bonds by and between the City and the Fiscal Agent, which has been made available to the City Council at the meeting at which this Resolution is adopted and to the City Treasurer, is hereby approved, and the City Treasurer or her designated deputies are each individually authorized, for and in the name of and on behalf of the City, and directed to execute and deliver the Fiscal Agent Agreement in substantially the form made available at said meeting with such changes thereto as the City Treasurer or their deputies may approve, such approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 4. Form of Bonds. The form of the Bonds as set forth in the Fiscal Agent Agreement is approved. The City Treasurer and the City Clerk, or their designees, are authorized and directed to execute, by manual or facsimile signature, in the name of and on behalf of the City, the Bonds in either temporary or definitive form and to deliver the Bonds to the Underwriter as provided in the Fiscal Agent Agreement.
SECTION 5. Approval of Preliminary Official Statement; Preparation of Final Official Statement. The form of the Preliminary Official Statement, which has been made available to the City Council at the meeting at which this Resolution is adopted, is approved, together with any changes therein or additions thereto as the City Manager or an Assistant City Manager may approve in consultation with Best Best & Krieger LLP, bond counsel to the City (“Bond Counsel”) and Anzel Galvan LLP, as Disclosure Counsel (“Disclosure Counsel”). The City Manager or the Assistant City Manager is authorized to determine, with the assistance of Bond Counsel and Disclosure Counsel, when the Preliminary Official Statement is to be deemed final within the meaning of the Rule and to deliver a certificate to that effect to the Underwriter. The City Manager or the Assistant City Manager may authorize the Underwriter to distribute the Preliminary Official 12 -5- Reso. #
Statement as approved hereby, or as modified with the consent of the City Manager or the Assistant City Manager, to prospective purchasers of the Bonds. The City Manager or the Assistant City Manager is authorized to participate in the preparation of the final official statement, based on the Preliminary Official Statement, together with any changes therein or additions thereto as may be approved in consultation with Bond Counsel, Disclosure Counsel and the Underwriter, such approval to be conclusively evidenced by the execution and delivery thereof by the City Manager or the Assistant City Manager. The City Manager or the Assistant City Manager is authorized to sign the final official statement on behalf of the City.
SECTION 6. Sale of Bonds. The City Council approves and authorizes the issuance and sale of the Bonds by negotiation with the Underwriter pursuant to the Bond Purchase Agreement between the City and the Underwriter in the form presented to the City Council at the meeting at which this Resolution is adopted, together with any changes therein or additions thereto which are deemed advisable by the City Manager or the Assistant City Manager and Bond Counsel, such approval to be conclusively evidenced by the execution and delivery thereof by the City Manager or the Assistant City Manager. The City Manager or the Assistant City Manager is authorized and directed to execute and deliver the final form of the Bond Purchase Agreement on behalf of the City upon the submission of an offer by the Underwriter to purchase the Bonds, which offer is acceptable to the City Manager or an Assistant City Manager and is consistent with the requirements of this Resolution; provided that the interest rate on any maturity of the Bonds shall not exceed six percent (6.00%) per annum; the purchase price to be paid by the Underwriter for the purchase of the Bonds shall not be less than an amount equal to 1.35% (exclusive of original issue discount) of the aggregate principal amount of the Bonds; and the last maturity of the Bonds shall be paid and redeemed no later than September 2, 2050. The City Manager or the Assistant 13 -6- Reso. #
City Manager is authorized to allow original issue discount in determining the purchase price to be paid by investors who purchase the Bonds from the Underwriter if the City Manager or the Assistant City Manager determines that allowing such discount will result in a lower total interest cost for the Bonds. When the City Manager or the Assistant City Manager has negotiated the Bond Purchase Agreement with the Underwriter within the parameters specified above and when the other terms and conditions of the Bond Purchase Agreement are satisfactory to the City Manager or the Assistant City Manager and Bond Counsel, the City Manager or the Assistant City Manager is authorized to execute and deliver the Bond Purchase Agreement on behalf of the City.
All action which has been taken by or at the direction of the City Manager or the Assistant City Manager prior to the adoption of this Resolution with respect to the sale of the Bonds, including but not limited to the negotiation of the terms of the Bond Purchase Agreement, is ratified and approved.
SECTION 7. No City Obligation. Pursuant to Section 8769 of the Streets and Highways Code of the State of California, the City Council has determined in the Resolution of Intention, and does hereby determine, that the City will not obligate itself to advance funds from the City treasury to cure any deficiency in the Redemption Fund for the Bonds established pursuant to the Fiscal Agent Agreement.
SECTION 8. Approval of Continuing Disclosure Certificate. The form of the Continuing Disclosure Certificate in the form included as an appendix to the Preliminary Official Statement is approved and the City Manager or the Assistant City Manager is authorized to execute and deliver the final form of the Continuing Disclosure Certificate, together with any changes therein or additions thereto as either of them may approve in consultation with Bond Counsel, such 14 -7- Reso. #
approval to be conclusively evidenced by the execution and delivery thereof, for and in the name and on behalf of the City.
SECTION 9. Foreclosure. In the event of delinquency in payment of any installment of an assessment then due and payable, the City Council shall commence foreclosure proceedings, pursuant to Section 8830 et seq. of the California Streets and Highways Code in accordance with the terms and conditions set forth in the Fiscal Agent Agreement.
SECTION 10. Modifications. The approval of the form of the Fiscal Agent Agreement, Continuing Disclosure Certificate, Preliminary Official Statement, the Final Official Statement, and Bond Purchase Agreement given by this Resolution shall apply to any modification, amendment, or supplement of any of said documents which is agreed upon and approved by the City Attorney, Bond Counsel, the City Manager or an Assistant City Manager, and additionally for the Fiscal Agent Agreement, the City Treasurer, as being necessary to carry out the provisions thereof and the authorization and direction provided in this Resolution.
SECTION 11. Appointment of Professionals. In compliance with Section 4(a) of the City’s Debt Management Policy (the “Policy”), the Council hereby authorizes and approves the following professionals to provide services in connection with the issuance the Bonds:
(a) Fiscal Agent. The Bank of New York Mellon Trust Company, N.A. is appointed as fiscal agent pursuant to the Fiscal Agent Agreement, to take any and all action provided for therein to be taken by the Fiscal Agent.
(b) Municipal Advisor. Fieldman, Rolapp & Associates, Inc. is hereby appointed as municipal advisor.
(c) Bond Counsel. Best Best & Krieger LLP is hereby appointed as bond counsel.
(d) Disclosure Counsel. Anzel Galvan LLP is hereby appointed as disclosure counsel.
(e) Assessment Administrator/Dissemination Agent. DTA Public Finance, Inc. is serving as Assessment Administrator and Dissemination Agent. 15 -8- Reso. #
(f) Underwriter. Oppenheimer & Co. Inc. is authorized to serve as the Underwriter for the Bonds in accordance with the conditions set forth in Section 6 hereof.
SECTION 12. Debt Management Policy Disclosures. In compliance with Section 4 of the Policy, the estimated maximum annual debt service on the Bonds is $288,000 and estimated costs of issuance on the Bonds $188,347. The Bonds shall be subject to optional, mandatory and sinking fund redemption as set forth in the Fiscal Agent Agreement.
SECTION 13. Further Action. The City Manager or the Assistant City Manager and City Treasurer are authorized to take any and all action which is directed by the City Attorney and Bond Counsel with respect to the execution and delivery of the Fiscal Agent Agreement, the Continuing Disclosure Certificate, the Preliminary Official Statement, and the Bond Purchase Agreement, and the issuance, sale and delivery of the Bonds, and are which in the opinion of the City Attorney and Bond Counsel is necessary in order for the authorization and direction provided in this Resolution to be carried out. Any references in this Resolution to the City Manager or the Assistant City Manager shall include persons appointed to such positions on an interim or acting basis.
SECTION 14. Conditions of Approval. The approvals, authorization and direction given by this Resolution are conditioned upon the satisfaction of the requirements of Section 6 hereof with respect to the issuance and sale of the Bonds. The officers of the City designated above shall not take any action with respect to the execution and delivery of the Fiscal Agent Agreement, the Continuing Disclosure Certificate and the Bond Purchase Agreement, or the issuance, sale and delivery of the Bonds unless and until such conditions are satisfied; provided, however, that upon satisfaction of such conditions, this Resolution shall be carried out by such officers without further approval or action of the City Council. The approvals, authorization and direction provided by this Resolution shall continue, subject to the satisfaction of such conditions, until December 31, 2026, and the Bonds may be sold, and the Bonds, the Fiscal Agent Agreement, the Continuing 16 -9- Reso. #
Disclosure Certificate, the Bond Purchase Agreement, the Preliminary Official Statement, and the final official statement may be dated, entered into, executed and delivered or distributed, as appropriate, on any date selected by the Mayor, the City Treasurer, the City Manager or the Assistant City Manager and the Underwriter prior to said date.
SECTION 15. Effective Date. This Resolution shall take effect upon adoption and shall remain in effect until all of the Bonds are paid at or redeemed prior to maturity.
ADOPTED this 9th day of December, 2025.
, Mayor
ATTEST:
Ann Marie McKay, City Clerk
I, Ann Marie McKay, City Clerk of the City of Laguna Beach, certify that the foregoing Resolution No. 25.XXX was duly adopted at a regular meeting of the City Council of said City held on December 9, 2025, by the following vote:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
Ann Marie McKay, City Clerk
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