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HomeMy WebLinkAbout1987-07-29HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION MINUTES REGULAR MEETING OF. JULY 299 1987 The Regular Meeting of the PFC was called to order by Vice -President Garafalo at the City of Huntington Beach Central Library, Huntington Beach, California at 4:00 P.M. on aforementioned date. Roll call was taken as recorded below. There were present from the Board: Lorraine Faber Thomas West Melvin Carpenter Joseph Garafalo Also attending were: Dan Villella, Assistant Secretary Shari Donoho, Recording Secretary Dorothy Boesch, President - Friends of the Library Hal MacDonald, Director - Library Board Jane Randolph, Director - Library Board Nancy Zeleznikar, Chairman - Library Board Lyn Scott, President - Friends of the Children's Library Board Marilyn Konowal, Vice President - Friends of the Children's Library Board The first order of business was the approval of the April 22, 1987 minutes of the regular meeting. Motion made, seconded and approved to accept the April, 1987 minutes. The next item was the Second Quarter Treasurer's Report for 1987. Treasurer's Report deferred to later in the meeting awaiting Mr. Villella's arrival. Motion made, seconded and approved to defer the Treasurer's Report until later in the meeting. Mr. Garafalo called for public input. Ms. Boesch indicated that since the members of the audience were affiliated with the Library, that they all felt very strongly that the funds be channelled back into the Library. Ms. Boesch continued by stating that she felt that the PFC were the guardians of such monies for the Library and that it was just recently discovered that there are people that feel otherwise. Ms. Boesch reiterated that the members of the audience feel very strongly that the money should stay with the library. Mrs. Faber indicated that she appreciated Ms. Boesch's input but was uncertain at this time of the PFC's action to the City Council's second request that the money bg returned to the City's treasury. Mrs. Faber requested that public input be noted in the minutes of this meeting. Mr. West inquired of the audience if they had knowledge as to the City Council's request. Members of the audience answered affirmatively. Mr. West inquired as to how informed the Library Board felt they were as to what has transpired within the last twelve months with regards to the PFC and the interplay with the City Council. Ms. Zeleznikar requested the Board provide a summary of the events of the last twelve months. f 4:15 P.M., Mr. Villella arrived. Mr. West advised that it is important to note that each of the members of the PFC are less than eighteen months as Directors. Mr. West went on to state that the purrent incumbents came to these positions because of the conflicts that existed between the City and the prior PFC Directors. This current Board inherited a situation where the PFC had a large sum of money that was not needed to amortize the bonded indebtedness. The money came as a result of earlier actions to insure that the PFC would not get into jeopardy in payment of their indebtedness and, in fact, bankrolled more into escrow than was needed. When the present Board took office, the PFC held responsibility for both the Library and Civic Center. One of the first concerns of City Administration was to refinance the Civic Center so as to be able to do other projects within the community. Approximately this time last year the City and the PFC reached agreement whereby the City put an escrow account aside, amortizing the bonded indebtedness, and took the PFC out of any role dealing with the Civic Center. The Board then turned its attention to their sole responsibility, the Central Library. The Board's responsibility is to the people who purchased the bonds to insure that they are paid, and to make certain that the facility is in good repair and serving its clientele effectively. The Board has reserve funds and understood that there were plans on the horizon to do something, particularly with the Children's Resource Center, and perhaps address the issue of parking problems as well. The Library Director made several presentations to the Board along such lines. The Board has taken action to realign the funds held in PFC accounts. Those funds which are not needed to payoff the bonded indebtedness are to be moved into the Construction Fund for the Central Library. The basis of the Board's decision to realign funds is that information was obtained, through the Library Board and Patron's Foundation, that there were plans to expand the facility. The issue now is whether those funds should reside with the PFC within its Construction Fund, or returned to the City Council. The Board has received two requests to return the funds and it is the perception that those requests were stimulated by the City Administrator. As a result, the Board has perceived that the City Council views the Directors of the Board as antagonistic and hostile, in that the PFC is trying to do something that is really within the purview of the City Council. Mr. West wanted to go on record as cra 3341 j/Tape 87.003 4 Stating that this was .never the intent of the Board. The intent is to fulfill the obligations with which the Board was initially trusted, which is to payoff the bonded indebtedness and to help make the Central Library facility as good of a facility as it needs to be to serve the clientele, which includes any construction. Mr. West indicated that the Board now has before them the request to retrrn the funds, which will be discussed later in this meeting. Mr. West's understanding is that no action may be taken until September because of the timing of the bonded payoff. Mr. Villella stated that Bank of America has indicated that because of investments, of the funds that the monies will not be free until. the. maturity which takes place on September 1, 1987. Mr. West stated that discussion will be held as to what action can be taken between this point in time and the regular meeting of the Board in October to resolve the conflict between the PFC and the City Council. Indicating further that the Director's are citizens who have taken office for a specific purpose. None of the Director's have any intent to usurp the prerogative of the City Council. The Board wishes only to do whatever is in the best interest of the citizenry and in compliance with the wishes of the City Council. Mrs. Faber indicated that after the Library Director had made his presentation and offered his time line indication, the PFC Board had offered to fund a consultant study. The City Council and City Administration reacted by requesting the excess funds be returned to the City (funds ' held in PFC reserves in excess of $1 million). The PFC responded by indicating that funds would be held by the PFC until the completion of the Library Needs Assessment Study. The Board then, once again, volunteered to fund the study. Subsequently, Mayor Kelly forwarded his June 5, 1987 letter to the Board. Mr. Garafalo added that it is important for everyone present to understand that the City Council Members are elected officials which represent everyone. The PFC Board hold their positions as Directors to represent the people in the Library in this instance. However, the City Council cannot act without the PFC's support, nor can the PFC act without the Council's support. The Council's position is that they are the elected officials, a fact which carried a lot of weight and must be taken into consideration. Ms. Boesch inquired as to what had .transpired between the Council and past members of the PFC Board. Had they been asked to resign? Mr. West stated that the Board is self perpetuating. There is a procedure for ratification which must be accomplished annually. The past Board failed to accomplish ratification. The new Board was solicited, made application, interviewed and elected. Ms. Boesch asked if the PFC has these monies go into a Construction Fund if the PFC would maintain control? Or would the City have control? - Mr. West indicated that if the money remains in the PFC Construction Fund it would fall under the purview of the PFC Board. Further, that it was the duty of this Board, today, to -3 - 334i j/Tape 87.003 decide whether the Board would continue to keep the funds or to transfer the funds back to the City as requested. Ms. Scott inquired as to what it would take for the PFC not to give the funds back to the City Council. Mr. West felt, in his opinion, that it would take a definite plan of action on the part of the Library Board to request that the funds be retained for such a purpose. Mr. West clarified, the Library Director reports to the Community Services Director. The Community Services Director in turn reports to the City Administrator, who makes recommendations to the City Council on plans of action to expend funds. One of the plans of action would be either to do something based uQon the Library Board's recommendations which would be carried through the chain of command as just explained, or not to do anything. The PFC Board is hard pressed to continue to maintain funds in the Library Construction Fund if there are not ratified plans for construction and utilization of such funds. Ms. Zeleznikar stated that ratification must come from the City Council and she felt uncertain as to the possibility of ratification on recommendations made by the Library Board as the Library Board is advisory only. Mrs. Faber clarified that although the funds are in the Corporate accounts, if moved to the Construction Fund as so stated, the PFC Board cannot expend any monies from the Construction Fund without drawings being provided and a contractor being chosen by the City. Therefore, funds stay in a frozen state awaiting some action on the part of the City. Mr. West stated that the bottom line is that the PFC has funds, which may or may not exist with the PFC for very long predicated on the decisions of the City Council. The Library Board and Patrons and Friends influence should be focused with the Council and not with the PFC Board. Mrs. Faber indicated that some of the confusion may have developed because the City has had an informal endorsement with regards to an addition to the Library due to the fact that the City has allowed fund raising by their appointed Boards. The City's participation or permission has been strictly informal. There is currently no resolution of the City Council, nor Council direction to City Administration to implement any expansion of the Central Library facility. Ms. Boesch inquired if the funds go into a Construction Fund would such funds accrue interest? Mr. West indicated that the funds are invested. Mr. MacDonald inquired if the funds were to be turned over to the City if the PFC Board could restrict such funds for a specific designation or purpose. The Board could only strongly recommend the utilization of funds returned to the City's General Fund. Mrs. Faber stated that the City Council, by their action in their initial letter to the PFC, as well as their minute action, indicated that they would move the funds to a Library Fund which would be a sub -division of the General Fund. However, they did not state that such funds would be reserved for construction only or that there would or could -4- 3341 j/Tape 87.003 not be new decisions which would dictate the utilization of the funds at a future time. Mr. Carpenter advised the audience .that as far as the PFC Board was concerned, the funds could be utilized only for the Central Library facility and could not be utilized for satellite (branch) facilities. Further, that if the funds were returned to the City, the City may choose to improve the satellite facilities. f Ms. Scott asked why the Council and City staff are not willing to await the consultant's report. Why they want the money now. Further, Ms. Scott inquired if the City Administrator's resignation has a bearing on the issue, whether the City Administrator wanted to push this through, as other things have been pushed through before a Council leaves office. Mrs. Faber stated that the Board, cannot presume what the City Administrator's agenda reflects, nor his timing or whether his recommendations to Council may change over time or whether a new City Administrator might make a different recommendation. Mr. West added that it can be said that the letter that came to the PFC Board pre -dates any action that the City Administrator has taken with regards to his own career. Ms. Scott questioned Mrs. Faber's statement that the Council had not really approved having a wing constructed. Ms. Scott wondered if the Council, by placing this item into the bond issue, meant Council approval Mrs. Faber stated that at this point in time there is only talk at the administrative level of a potential recommendation to Council of their y approval of a bond proposal to be placed on a future ballot. This subject is still at staff level. " Mr. Garafalo returned the meeting to the deferred Treasurer's Report. Mr. Villella indicated that the letter attached to the Treasurer's Report is from the Trust Officer at Bank of America explaining that realignment of the funds cannot be accomplished until all the investments mature. Therefore, September 1, 1987 Bank of America promises to honor the Board's request for realignment of funds. Mr. West inquired if the bank where to realign funds September 1, 1987 and the Board meets again in October, will the bank have the same problem with regard to any disposition of Construction Fund monies if further realignment is required. Could the funds be moved before September 1, 1988? Mr. Villella stated that this problem is easily alleviated as he would instruct the Trust Officer to invest in 30 day terms only. Mrs. Faber stated that this Treasurer's Report is the year-end closing June 30, 1987. At the last meeting of the Board it was discussed that the Trustee that be withdrawn from the Construction Fund rather than the Administrative Expense Fund for the reason that not enough money resided in the Administrative Fund to make payment. Notations from the last meeting indicated that this would be readjusted. Mrs. Faber indicated that such an adjustment should not be carried over to a new fiscal year and inquired if it would be -5- 3341 j/Tape 87.003 more practical if the audit report could reflect a financial note in this regard. Mr. Villella Advised that this would be brought to the attention of the auditors. Motion made, seconded and approved to accept the Second Quarter Treasurer's Report for 1987. Mr. Villella, at the request of the Board, reviewed the Maintenance Report on the Central Library facility as written by Mr. Don Kiser. Mrs. Faber inquired of Mr. Kiser if he had anything to add to the report. Mr. Kiser indicated that he did not. Mrs. Faber inquired relative to the section of the report dealing with Projects, second roman numeral II, sub -section 2 entitled Parking Lot Landscaping, Phase II, was this to be just new landscaping in the existing parking lot? Mr. Kiser indicated that Phase I removed the foliage that had been present and caused the installation of concrete planters. Phase II will landscape these planters. Mrs. Faber indicated that the minutes of the last meeting reflected Mr. Wight describing Phase II as being a bridge over Talbert Avenue. Ms. Zeleznikar provided information that a handrail will be installed in the vicinity of the crosswalk where clientele exit from the secondary parking lot down the slope. The handrail and walkway will adjoin the walkway currently in existence in front of the garden. Most of the pedestrian traffic from the secondary parking lot will utilize this walkway instead of walking through the parking lot. Motion made, seconded and approved to accept, with regret and appreciation of his service, Mr. Stephen Wight's letter of resignation. The Board requested that a letter of B appreciation be forwarded to Mr. Wight. Motion made to move that the incumbents form the slate for the Directorships. Motion seconded and approved. The terms were drawn, by lot, as indicated below: Melvin Carpenter - 3 years - term to expire July 1990 Lorraine Faber - 3 years - term to expire July 1990 Joseph Garafalo - 1 year - term to expire July 1988 Thomas West - 2 years - term to expire July 1989 Mr. Villella drew for the vacant Directorship - 2 years - term to expire July 1989 Election of officers was the next item on the agenda. Mrs. Faber nominated Mr. Garafalo as President. Motion made, seconded and approved. Mr. West nominated Mr. Carpenter as Vice -President. Motion made, seconded and approved. Mr. West nominated Mrs. Faber as Secretary -Treasurer. Motion made, seconded and approved. Mr. West reviewed the procedure for filling the vacant directorship. Mrs. Faber requested that applicants who had applied prior be contacted by mail and asked to contact the Recording Secretary for interview time, etc. Interviews and election shall be slated as an agenda item for the next regular meeting of the Board, October 28, 1987. Under "Subsequent Need" Items, Mr. Garafalo indicated that he would like to discuss the Mayor's letter of June S, 1987. Mr. West moved to add the Mayor's letter to the agenda, motion seconded. -6- 3341 j/Tape 87.003 Mrs. Faber indicated that her interpretation of the Government Code Section was that the Code did not inhibit discussion of an item, but felt the Board could not quality action of the Board in response Ito the Mayor's letter. Citing ". ..the non -agenda item is required because of the need to.act arose after the posting of the agenda." Mrs. Faber indicated that there has been no need that has arisen after the posting of the agenda. That there is no urgency, no project that requires funding that cannot be addressed at the October meeting of the Board after being properly agendized. Mr. West indicated that the Mayor's letter should, in his opinion, be placed , on the agenda so that it may be discussed by the Board. Mrs. Faber agreed to the placement of the Mayor's letter on the agenda under this item if it was for the purpose of discussion only. Mr. Garafalo called for a vote. Motion carried by unanimous vote. Mr. Garafalo then read the Mayor's June 5, 1987 letter (as reflected below) to the audience. "Directors: As you are aware, the City Council acted in December of last year to request the PFC to provide all excess funds to the City. The City's intent was (and is) to hold such funds pending the outcome of the Library Needs Assessment Project. Your response of April 15, 1987 indicated that instead of responding affirmatively to the City's request, the PFC had decided to hold such funds in the PFC Construction Fund. 31 The purpose of this letter is to reiterate the City Council's formal position on these matters. We request that the PFC forward all excess funds to the City without further delay. I understand from your letter and discussions with staff that you are transferring money from one account to another, but I find it difficult to understand how the arbitrage problems can be resolved with a transfer of money from one account to another. The City's decision to not request funding for the needs assessment project is related to your rejection of the City's request for all funds. The City's intent was to use a portion of the excess funds for the needs assessment project. Upon completion of the assessment, the City would then determine how to proceed, including the critical question of how to utilize the excess funds from the PFC. The excess funds belong to the public. The City believes that the elected City Council members have the duty and responsibility to determine how the excess PFC funds are used. To submit item by item funding requests, such as the needs assessment project, would place the PFC in the role of deciding how the excess PFC funds should be used. This is not consistent with our belief that the City Council has that duty and responsibility. Therefore, we are proceeding without the PFC funds that we requested." Mrs. Faber indicated that she had spoke with Shari Donoho and Dan Villella regarding notification of City Administration that the Trust Officer had indicated that funds could not be realigned until September 1, 1987. Mr. Villella had prepared a memorandum to the Deputy City Administrator dated June 19, 1987 regarding this topic. Mrs. Faber inquired if -7- 3341 j/Tape 87.003 there had been any response to this communique. Mr. Villella indicated that he had received' a handwritten note that the communique had been received and acknowledged. Mr. Garafalo called for recommendations on how best to proceed. After some discussion of the Board, Mr. West provided the following course of action. 1) A letter acknowledging receipt of the Mayor's June 5, 1987 letter and requesting a meeting. 1 2) The meeting would then have four purposes; a) to clear -up perceptions and review the chronology, b) to provide the PFC with the status report on the Needs Assessment Study, c) to see if a common course of action can be developed which would be in the best ipterest of the citizenry of Huntington Beach and specifically the Library constituency, d) to convey that the PFC Board is not in a position to take any immediate action, the major reason being that the Board has been advised by the Trust Officer that realignment of funds cannot take place until September 1, 1987. Motion made, seconded and approved to adopt the course of action recommended by Mr. West. Mr. West and Mr. Garafalo held discussion with regards to the preparation of the draft letter. Draft letter will be forwarded to Shari Donoho next week for finalization. Mr. West indicated that once the Construction Fund is established that the Trust Officer be instructed to place such funds in no more than 90 day notes. Mr. West felt that this was a good faith gesture by the Board to the City that no long term investment of funds would be made until a decision as to fund disposition is made. Mrs. Faber advised that in speaking with the Trust Officer on this date, she ascertained that such action required only a telephone call from Mr. Villella. Informational items were reviewed. Mrs. Faber inquired if the audit would be available for placement on the agenda for the regular meeting of October 28, 1987. Mr. Villella indicated that the audited figures would be available, but was uncertain if the finalized document would be prepared by that date. Under Director's Comments, Mr. Carpenter indicated that after reviewing the PFC Financial Statements, June 30, 1986, that he was having a hard time convincing himself that the funds reflected in that document belonged to the General Fund of the City. Further that only the termination of all debts and obligations upon payment are the funds then transferred to the General Fund of the City. In view of the letter from the Mayor, Mr. Carpenter indicated that he was unsure of exactly what action the Board should initiate. Mrs. Faber inquired if legal counsel should be asked for an opinion. Mr. West stated that legal counsel had already answered the question. To Mr. West's recollection, it had been Ms. Arneson's opinion that as long as the PFC is not faced with arbitrage, the funds do not have to. be moved back to the City. Action by the Board has been taken to realign the funds to the Construction Fund which is perfectly legal. Mr. West did not feel 4- 3341 j/Tape 87.003 tnat the board was raced with a legal, but rather a political issue. The next course of action is the letter and subsequent meeting with the City Council. Ms. Zeleznikar requested notification of such a meeting date. Study sessions are publicly noticed. Mrs. Faber inquired of Mr. Villella if the City had;made its rent payment which is due this month. Mr. Villella answered affirmatively. Mrs. Faber indicated that the Board has authorized a special meeting if the City Council consents to meet. At that special meeting, the Board could then agendize and instruct for any resolution that the Board may want prepared for approval in October if the funds are to move from one Corporation to another. Mr. West indicated that the agenda should be as reflected below: 1. Discussion and Disposition of the PFC Construction Funds with the City Council a) Review of the Chronology of Events, December 1986 to September 1987 b) City Update on the Status of Library Needs Assessment Study c) Discussion on Appropriate Course of Action for the Future Use of PFC Construction Funds 2. Items for the October 28, 1987 Meeting Mrs. Donoho requested clarification on an item. Currently the Bylaws reflect an annual 3une meeting. The Board has held discussion on changing the Bylaws to comply with the quarterly meeting, making an indication of an annual July meeting. No direction has been given, however, to amend the Bylaws accordingly. Mr. Carpenter made the motion to reopen Item 7 - Subsequent Need Items. Motion seconded and approved. Mr. West moved that the Board place on the agenda the issue of Meeting Dates - Bylaws. Motion seconded and approved. Motion made to amend Bylaws to read an annual July meeting of the PFC Board. Seconded and approved. The meeting was then adjourned to the Special Meeting of the Board, meeting date, time and location yet to be determined. I ARI K. DONO O Recording Secretary DAN T. VILLELLA Assistant Secretary, H.B.P.F.C. -9 - 3341 j/Tape 87.003 Note: Statements referred to hereinabove are noted as being in general only and are not - intended to be verbatim quotes. Approved: JOSEPH GARAFALO President, H.B.P.F.C. LORRAINE FABER Secretary/Treasurer, H.B.P.F.C. -10- 3341 j/Tape 87.003 SOUTHERN CALIFORNIA EDISON An FOISOA IN7F_Ri1'A770NAL"- Conipanv August 11, 2017 Antonia Graham Assistant to City Manager Office of City Manager SUBJECT: City of Huntington Beach Phase 1 Bill of Sale Hi Toni, Please find enclosed an executed copy of the Phase 1 Bill of Sale which has been fully executed. Than you and please do not hesitate to reach out to me or to John King with any questions. Sincerely, Jamie Vargas Jamie.Vareas@sce.com 626-812-7311 BILL OF SALE Pursuant to the Purchase and Sale Agreement, dated August 25, 2016 ("Agreement'), by and between Southern California Edison, a California corporation ("SCE"), and City of Huntington Beach, a municipal corporation and charter city ("Huntington Beach"), effective as of April 27, 2017, SCE hereby sells, assigns, transfers and delivers to Huntington Beach for a total price, including severance costs and applicable property taxes, of One Million Eighty Thousand One Hundred Forty -Three Dollars and Fifty - Seven cents ($1,080,143.57), all of SCE's right, title and interest in and to the following property ("Facilities"): Account Number 364 — Poles. Towers, Fixtures 1 Wood Poles 1 lot Miscellaneous Material for Poles Account Number 373 — Street Lighting 2,710 Non -Wood Poles 85,166 feet Overhead Conductor 1 lot Miscellaneous Material for Poles THE FACILITIES ARE BEING TRANSFERRED "AS IS, WHERE IS, AND WITH ALL FAULTS" IN THEIR EXISTING CONDITION, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND BY SCE, EXPRESS, IMPLIED OR STATUTORY, AND WITHOUT RECOURSE AGAINST SCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITY OF THE FACILITIES, THE PROSPECTS (FINANCIAL AND OTHERWISE) OF THE FACILITIES, THE QUALITY OF WORKMANSHIP OF THE FACILITIES, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. SCE FURTHER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING POTENTIAL ENVIRONMENTAL HAZARDS, THE PRESENCE OF HAZARDOUS SUBSTANCES, COMPLIANCE OF THE FACILITIES OR THE LAND WHERE THE FACILITIES ARE LOCATED WITH ENVIRONMENTAL REQUIREMENTS, OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL REQUIREMENTS. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SCE IS NOT ASSIGNING OR OTHERWISE TRANSFERRING ITS RIGHT, TITLE AND INTEREST IN AND TO ANY LAND RIGHTS (OR ANY CLAIM, RIGHT OR BENEFIT ARISING UNDER OR RESULTING FROM SUCH LAND RIGHTS) IN CONNECTION WITH ITS SALE OF THE FACILITIES TO BUYER, AND BUYER ASSUMES ANY AND ALL RISKS AND LIABILITIES IN CONNECTION WITH THE ABSENCE OF ADEQUATE OR APPROPRIATE LAND RIGHTS. This Bill of Sale is executed pursuant to the authorization contained in the order of the California Public Utilities Commission in Advice Letter 3503-E, dated December 8, 2016, and is subject to all the terms and conditions of the Agreement, including the provisions set forth above. All capitalized terms not defined in this Bill of Sale shall have the meanings given them in the Agreement. The parties represent that they are duly authorized to execute this Bill of Sale. SOUTHERN gALIFORDMA )EDISON, a California corporation M Title: CITY OF HUNTINGTON BEACH, a municipal Volporption and charter city Title: C-i li (46-0A-GCfL