MEMORANDUM
ANZEL GALVAN LLP | 595 Pacific Avenue, 4th Floor, San Francisco, CA 94133 | +1.415.848.9165 | ANZELGALVAN.COM From: Anzel Galvan LLP
To: Members of the City Council, City of Laguna Beach,
Date: December 9, 2025
Subject: Official Statement for City of Laguna Beach Underground Utility Assessment District No. 2021-1 (West Street) Limited Obligation Improvement Bonds The Preliminary Official Statement (the “POS”) for the above-referenced bonds (the “Bonds”) is the primary disclosure document for the Bonds, and provides information regarding the City, Underground Utility Assessment District No. 2021-1 (West Street), City of Laguna Beach, Orange County, State of California, and the terms and conditions of the Bonds. A copy of the POS is included in the staff report for this item as Attachment 1.
The City must exercise reasonable care to avoid material misstatements or omissions in preparing public statements, including the POS, which are used to sell or tender for securities in primary offerings, and the City may not knowingly or recklessly include material misstatements or misleading statements in other public statements while its securities are outstanding. The distribution of the POS by the City is subject to federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. These laws require the POS to include all facts that would be material to an investor in the Bonds. Material information is information where there is a substantial likelihood it would have actual significance in the deliberations of the reasonable investor when deciding whether to buy, sell or hold the Bonds. If the City Council concludes that the POS includes all facts that would be material to an investor in the Bonds, it must adopt a resolution that authorizes staff to execute a certificate to the effect that the POS has been “deemed final.” The Securities and Exchange Commission (the “SEC”), the agency with regulatory authority over the City’s compliance with the federal securities laws, has issued guidance as to the duties of the City Council with respect to its approval of the POS. 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) (the “Release”), the SEC stated that if a member of the City Council has knowledge of any facts or circumstances that an investor would want to know about prior to investing in the Bonds, whether relating to their repayment, tax-exempt status, undisclosed conflicts of interest with interested parties, or otherwise, they should endeavor to discover whether such facts are adequately disclosed in the POS. In the Release, the SEC stated that the steps that a member of the City Council could take include becoming familiar with the POS and questioning staff and consultants about the disclosure of such facts.
In connection with the Bonds, a Continuing Disclosure Certificate will be executed and delivered by the City for the benefit of the holders and beneficial owners of the Bonds and to assist Oppenheimer & Co. Inc., the underwriter of the Bonds, in complying with SEC Rule 15c2-12(b)(5).
The form of the Continuing Disclosure Certificate is included as Appendix D to the POS. 142
Attachment 4