City bond counsel briefs council on securities rules as Measure I implementation moves forward; oversight committee appointed

Scott Ferguson, bond counsel with Jones Hall, gave a legal briefing at the May 20 joint City Council / Stadium Authority meeting on the city council’s duties when issuing general obligation bonds. Ferguson said the city will adopt a resolution to authorize bond sale documents in substantially final form while leaving pricing fields blank so underwriters can complete terms; he summarized the federal securities law duty not to make materially false or misleading disclosures and outlined the SEC’s focus on material omissions (citing historically notable enforcement matters such as the Orange County and San Diego cases as examples of enforcement). He urged council members to bring local knowledge about large employers, assessed value trends, or other “big picture” facts to the drafting process for the preliminary official statement so staff and bond counsel can incorporate material disclosures.

Ferguson described the typical bond timeline: (1) initial council actions and appointment of an oversight committee; (2) a June council resolution requesting the county levy property taxes in anticipation of bond issuance; (3) fall updates to the city’s debt management and disclosure policies; and (4) a resolution in late 2025 or early 2026 approving the first series of bonds followed by sale and closing within several weeks.

After the briefing city council appointed the Measure I Bond Compliance Oversight Committee created under the ballot measure. The clerk had earlier conducted a random selection of eligible applicants; council approved the committee bylaws and directed staff to use an “active alternate” model so alternates may attend and act in place of a primary member when needed. The committee is nine members (six district representatives, one at‑large resident, one small business member and one large business member — the large business seat remains open pending recruitment). The committee’s duties include reviewing bond expenditure compliance with the Measure I expenditure plan, issuing an annual report and reviewing amendments before they go to the city council; the committee does not set priorities, select contractors, or authorize contracts. The committee’s first orientation and training is scheduled for June 4 and the committee will then assist staff with a proposed Phase 1 project list prior to a later council approval of bond documents and any issuance.

City staff also summarized an internal phase 1 timeline to present project lists and a proposed tax levy resolution to the council and return with bond sale authorizing documents in late 2025 or early 2026. Council voted unanimously to appoint the committee and approve the bylaws with the active alternate approach.

No bond sale was authorized at this meeting; counsel said council would take the formal authorizing resolution as a public action item in a future meeting once documents are in substantially final form and the market window is evaluated.