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HomeMy WebLinkAboutPRIME FUNDING SOURCE INC. - 2003-06-02 1 Su � CITY OF HUNTINGTON BEACH Hunfin' ; z Interoffice Communication To: Connie Brockway, City Clerk From: Jim B. Engle, Director of Community Services Date: December 12, 2003 Subject: NOTICE OF ASSIGNMENT REGARDING SAULSBURY HILL FINANCIAL MUNICIPAL LEASE AND OPTION AGREEMENT Attached is a signed copy of the Orix Notice of Assignment in reference to the Municipal Lease and Option Agreement between the City and Saulsbury Hill Financial, LLC. approved as part of the June 2, 2003, Council action regarding Phase II of the Sports Complex. The notice has been acknowledged and.accepted by Dan Viilella, Finance Officer, in the absence of Director of Administrative Services, Clay Martin, following consultation with the City Attorney's Office. The original has been mailed to the Kansas City address. We are requesting that the attached copy be included in your records for future reference. JBE:ehk cc Cheryl Robinson Elaine Kuhnke r • NOTICE OF ASSIGNIIIENT . ORIX Thursday, September 25,2003 City of Huntington Beach 2000N.Iain Street Huntington Beach, CA 92647 Attn: Karen Foster Re: Municipal Lease and Option Agreement, dated as of May 30, 2003 (the "Agreement"), between Saulsbury Hill Financial,LLC ("Lessor") and City of Huntington Beach,California ("Lessee") Ladies and Gentlemen: Please be advised that ORIX Public Finance LLC ("ORIX"), as assignee of the Lessor, has assigned all of its right, title and interest in, to and under the Agreement, the equipment or other property leased thereunder and the right to receive rental and other payments thereunder to the following assignee (the "Assignee"), in its capacity as Trustee under the Pooling and Servicing Agreement dated as of September 26, 2003 (the "fooling and Servicing Agreement"), among MBIA Capital Corp.,ORIX and the Assignee: Name: The Bank of New York, as Trustee For MBIA Capital Corp. Tax-Exempt Grantor Trust 2003-F Address: 8 h Floor 100 Church Street New York,New York 10286 Attention: Corporate Dealing and Trading Tax Identification No.: .]3-5160382 All rental and other payments due under the Agreement should continue to be made to ORIX, in its capacity as Servicer under the Pooling and Servicing Agreement. Please acknowledge your acceptance of the assignment and your agreement to continue to make payments due under the Agreement to ORIX by the signature of a duly authorized officer in the space provided on the enclosed counterpart of this letter and return it to ORIX at the following address: ORIX Public Finance LLC 2600 Grand Blvd., Suite 380 Kansas City, Missouri 64108 Attn: Eva Jenkins Very truly yours, tiBLIC FINANCE LLC itle: resident ACKNONVLEDGED AND ACC T THE BANK OF TNTW YORK,not in its individual City oElfQing e capacity t so as Trustee By ( � By e; i rector of Administrative Services. Title: YVI:TTEY.RIVERA ASSISTANT VICE PRESIDENT laNBy Deputy CitylAttaw i2I I(DI0 S • i CITY OF HUNTINGTON BEACH Hun awe Interoffice Communication To: Connie Brockway, City Clerk From: Jim B. Engle, Director of Community Services Date: December 12, 2003 Subject: NOTICE OF ASSIGNMENT REGARDING SAULSBURY HILL FINANCIAL MUNICIPAL LEASE AND OPTION AGREEMENT Attached is a signed copy of the Orix Notice of Assignment in reference to the Municipal Lease and Option Agreement between the City and Saulsbury Hill Financial, LLC. approved as part of the June 2, 2003, Council action regarding Phase li of the Sports Complex. The notice has been acknowledged and.accepted by Dan Villella, Finance Officer, in the absence of Director of Administrative Services, Clay Martin, following consultation with the City Attorney's Office. The original has been mailed to the Kansas City address. We are requesting that the attached copy be included in your records for future reference. JBE:ehk cc Cheryl Robinson Elaine Kuhnke J Elva �2 / Dq NOTICE OF ASSIGNMENT ---- ORIX Thursday, September 25,2003 City of Huntington Beach 2000 Main Street Huntington Beach,CA 92647 Attn:Karen Foster Re: Municipal Lease and Option Agreement, dated as of May 30, 2003 (the "Agreement"), between Saulsbury Hill Financial,LLC ("Lessor")and City of Huntington Beach,California ("Lessee") Ladies and Gentlemen: Please be advised that ORIX Public Finance LLC ("ORDU), as assignee of the Lessor, has assigned all of its right,title and interest in, to and under the Agreement, the equipment or other property leased thereunder and the right to receive rental and other payments thereunder to the following assignee (the "Assignee"), in its capacity as Trustee under the Pooling and Servicing Agreement dated as of September 26, 2003 (the "Pooling and Servicing Agreement"),among MBIA Capital Corp.,ORIX and the Assignee: Name: The Bank of New York,as Trustee For MBIA Capital Corp. Tax-Exempt Grantor Trust 2003-F Address: 8"'Floor 100 Church Street New York,New York 10286 Attention: Corporate Dealing and Trading Tax Identification No:: 13-5160382 All rental and other payments due under the Agreement should continue to be made to ORIX, in its capacity as Servicer under the Pooling and Servicing Agreement. Please acknowledge your acceptance of the assignment and your agreement to continue to make payments due under the Agreement to ORIX by the signature of a duly authorized officer in the space provided on the enclosed counterpart of this letter and return it to ORIX at the following address: ORIX Public Finance LLC 2600 Grand Blvd., Suite 380 Kansas City,Missouri 64108 Attn: Eva Jenkins Very truly yours; Zesi BLIC FINANCE LLC dent ACKNOWLEDGED AND ACCEPTED: THE BANK OF NEW YORK, not in its individual City of Huntington Beach,CA capacity t so as Trustee By By _ Title: Title. YVETTE Y.RIVE ASSISTANT VICE PRESIDENT f .. (7), June 2, 2003 - CouncillAge*Agenda - Page 7 F-3. (City Council Approve Agreement with Community Parks Foundation Inc. CPF for Installation of Equipment and Operation and Maintenance Services of Soccer, Hockey and Batting Facilities at HCP (Huntington Central Park)Sports Complex- Approve (After Review by the City Attorney) a Municipal_Lease/Purchase Agreement with Prime Funding Source, Inc. for Phase II Sports Systems- Approve Amendment to Valley Crest Construction Company Contract to Complete' Site Preparation { } Communication from the Administrative Services Director, the Community Services Director, and the city's Special Project Manager. Recommended Action: Motion to: 1. Approve the Agreement between the City of Huntington Beach and Community Parks Foundation, Inc. for Installation of Equipment and for Operation and Maintenance Services of Soccer and Hockey Facilities at the Huntington Central Park Complex,,"and authorize execution by the Mayor and City Clerk upon receipt of the required insurance certificate approved as to form by the City Attorney; and 2. Approve the allocation of$129,198 ($94,200 for NUVIS Landscape Architects and $34,998 for six months consultant services of Community Parks Foundation)from the Park Acquisition & Development Fund, unappropriated fund balance into Central Park Sports Complex Construction Account#30187927.82200 for preparation of plans and specifications for Phase II improvements; and 3. Authorize the Mayor and City Clerk to execute a lease/purchase agreement with Prime Funding Source, Inc. in substantially the same form as the attached sample municipal lease and option agreement for$2,370,191 upon the review and approval of lease/purchase documents by the City Attorney for the acquisition and installation of the Phase II sports systems by Valley Crest Construction Company and Community Parks Foundation; and 4. Approve an amendment to the Valley Crest Construction Company contract for $1,213,353 from the lease/purchase financing agreement with Prime Funding Source, Inc. to complete Phase II site preparation and installation; and 5. Approve appropriation of$1,156,838 from the lease/purchase financing agreement with Prime Funding Source, Inc. for Community Parks Foundation to acquire and complete installation of Phase II sports systems. Community Services Director Jim Engle presented PowerPoint report Included in the agenda packet, which is amended by Late Communication (adding 2 additional motions to the alternative action), as announced by the Assistant City Clerk. 9. #9-5 above approved 7-0; and 2. Amendments per Late Communication memo approved 6-9 (Sullivan—No) 1 (8) June 2, 2003 - CounA enc Agenda - Pa e 8 G. Ordinances G-1. Ordinance for Adoption G-1a. (City Council) Adopt Ordinance No. 3609 Amending Chapter 2.56 of the Municipal Code_Relating'to_Enforcement Duties of the Public Works Director ( } Ordinance No. 3609= 'An Ordinance of the City of Huntington Beach Amending Chapter 2.56 of the Huntington Beach Municipal Code Relating to the Public Works Department." Submitted by the Public Works Director. (The staff report sets forth that the ordinance will provide the Director of Public Works the authority to manage "administration and enforcement of appropriate sections of Title 8 (Health and Safety), Title 12 (Streets and Sidewalks), Title 13 (Public Property) and Title 14 (Water and Sewers) of the Huntington Beach Municipal Code." (Introduction approved 5/19/03.) Recommended Action: After City Clerk reads by title, adopt Ordinance No. 3609 by roll call vote. ' Adopted 7-0 G-2. Ordinanced'for Introduction - None H. City Council/Redevelopment Agency Items H-1a. Submitted by Councilmember Debbie Cook (City Councill Direct Staff to Suspend Re 4uest for Pro osal and Award of Contract_ Process Pendind Recommendations for Water Quality and Maintenance Services by the Huntington Harbour Waterways Committee ( . ) Communication from Councilmember Debbie Cook transmitting the following Statement of Issue: The city is currently in the process of reviewing proposals received from private contractors to award a contract for maintenance services of the waterways in Huntington Harbour. Additionally, City Council established a Council Sub-Committee (Huntington Harbour Waterways Committee) that is currently meeting and will return to Council in July or August with recommendations on how to address a number of Harbour issues, including water quality. There has been a request by several participants at the committee meetings to review the scope of work, tasks and performance measures in the proposed Request for Proposal and Maintenance Contract for Huntington Harbour. They feel the level of maintenance and contract compliance is directly related to addressing the water quality issue in the Harbour. They would like the�committee to have the opportunity to review the scope of services, tasks and performance measures in the contract to see-if there should be any recommended changes prior to the'city awarding the contract. Since the city has its current contractor in place, and until a new contract is awarded, there is no impact in delaying the award of bid until the committee has the opportunity to review and make recommendations. Recommended Action: Motion to: Direct staff to suspend the Request for Proposal and Award of Contract process until the Huntington Harbour Waterways Sub-Committee has submitted its recommendations to the city. Staff will then have an opportunity to review the recommendations to determine if any changes should be made to the scope of services, tasks or performance measures in the Request for Proposal and contract for the Huntington Harbour waterway maintenance. Approved 7-0 i ! CITY CF 111JNTINCTCN IMAM INTER-DEPARTMENT COMMUNICATION HEJ"NGTON BEACH To Mayor and City Council Via City Administrator - - r - - From .aim B. Engle, Director, Community Sery Date June 2, 2003 Subject Item F-3, Approve Agreement with Community Parks Foundation for Installation of Equipment and Operation and Maintenance Services at MCP Sports Complex; Council Meeting of June 2, 2003 Please be advised that Page two of the subject RCA has been revised to include two alternative actions in addition to the one that is currently in the RCA. The added alternative actions are as follows: Alternative Action #2: Approve charging $1 per day for parking at the HCP Sports Complex; and authorize a loan from the PA&D Fund of $160,000 for a "pay and display" parking ticket machine to be paid back over a ten-year period; and Alternative Action #3: Approve an allocation of $45,000 from the PA&D Fund for construction of a six-foot fence and emergency access gate between the sports complex and library; net operating proceeds to reimburse PA&D Fund. The PowerPoint has also been revised for tonight's presentation. IBE:cr Attachments FROM TffE DESK OF v JENNIFER MC GRATH ",d-0(� . EXT. 5521 I t TO: DATE: �I D 4 ❑ FOR YOUR INFO ❑ P,,vmil!?A'LQllLS`l ❑ INITIAL& RETURN ❑ FOR YOUR REVIEW EASE HANDLE REQUE5T ANSWER ❑ PLEASE SEE ME ❑ NOTE AN _RE-TL.IRN i ❑ OTHER: �► i Q � � I `City of Huntington Beach P.O. Box 190 - 2000 Main Street Huntington Beach, California 92648 HUNTINGTON BEACH www.ci.huntington-beach.ca.us From the desk of. Connie Brockway, CMC City Clerk Telephone: (714) 536-5404 Fax: (714) 374-1557 RECEIVED JUL 1 1 2003 1 d : C' �Y City of Huntington Beach r City Attorneys OtGce /if CL s �/��v[G'"L 'Q ru t�c� Oo' /7 CL4t �� K T b12iEF � hM+ No � C4�c,e be +h.e- Ac�`w►�h Iry s �2 t wL lE �AJ e •-� or �'h�� was �� 7 jam City of Huntington Beach P.O. Box 190 -2000 Main Street Huntington Beach, California 92645 . HUNTINGTON BEACH ►nrw►w.ci.huntington-beach.ca.us From the desk of: Connie Brockway, CMC City Clerk Telephone: (714) 536-5404 Fax: (714) 374-1557 RECEIvEC, 10, a003 C L T y tv ArcMgy's 0`�`ce 2 xe tAl s A p 4e**1417� t ` X [ o rh L h mac}< < S � !:- cis ORix LESSEE QUESTIONNAIRE Please fax to your Lessee for completion and return to OPF at Fax #816-472-9121. 1 . Does Lessee pay sales tax? 2. Any special billing instructions? 3. Purchase Order Number for reference on invoice? 4. Equipment location address (if applicable): 5. For General Questions (Insurance, etc.): Contact Name, Title, Telephone and Fax Numbers, Mailing Address: 6. For Billing Purposes: Contact Name, Title, Telephone and Fax Numbers, and Billing Address: For the fling of UCC Financing Statements: Exact Legal Name of Organization: ---------------------------- Federal ID Number: --------------------- Organization Type (Corporation, LLC, etc.): State of Organization: -------—______________ Organization Number (Given by the State at time of Organization): .._._..------------___ Thank you for your assistance. 1, 7r'ftTE: � ]vlay 30,2003— , -Ti�/is CpP/ f�rvut��p MUNICIPAL LEASE AND OPTION AGREEMENT LESSOR: Saulsbury Hill Financial,LLC. 1614 15th Street—3rd Floor II Denver,CO 80202-1304 LESSEE: City of Huntington Beach,California 2000 Main Street 1untington Beach,CA 92648 This Municipal Lease and Option Agreement(the"Agreement")entered into between Saulsbury Hill Financial,LLC.("Lessor"), and City of Huntington Beach, California("Lessee"),a body corporate and politic duly organized and existing under the laws of the State of California("State"); W M ESSETH: WHEREAS,Lessor desires to lease the Equipment,as hereinafter defined,to Lessee,and Lessee desires to lease the Equipment from Lessor,subject to the terms and conditions of and for the purposes set forth in this Agreement;and —WHEREAS,Lessee is authorized under the Constitution and laws of the State to enter into this Agreement for the purposes set forth herein;NOW,THEREFORE,for and in consideration of the premises hereinafter contained,the parties hereby agree as follows: ARTICLE 1 COVENANTS OF LESSEE Section 1.o1.covenants of Lessee Lessee represents,covenants and warrants,for the benefit of Lessor and its assignees,as follows: (a) Lessee is a public body,corporate and politic,duly organized and existing under the Constitution of the laws of the State. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. (c} Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and the transaction contemplated hereby and to perform all of its obligations hereunder. (d) Lessee has been duly authorized to execute and deliver this Agreement under the terms and provisions of the resolution of its governing body,attached hereto as Exhibit A or by other appropriate official approval,and further represents,covenants and warrants that all requirement have been met and procedures have occurred, in order to ensure the enforceability of the Agreement, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment thereunder.Lessee shall cause to be executed an opinion of its counsel substantially in the form attached hereto as Exhibit B. (e) During the term of this Agreement,the Equipment will be used by Lessee only for the purpose of performing one or more governmental or proprietary functions of Lessee consistent with the penttissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than lessee as outlined in Exhibit C attached hereto. (f) During the period this Agreement is in force,Lesr.:will annually provide Lessor with current financial statements,budgets,proof of appropriation for the ensuing fiscal year and such other financial information relating to the ability of Lessee to continue this Agreement as may be reasonably requested by Lessor or its assignee. (g) The Equipment will have a useful life in the hands of Lessee that is substantially in excess of the Lease Term. ARTICLE lI DEFINITIONS Section 2.01. Definitions. Unless the context clearly otherwise requires or unless otherwise defined herein,the capitalized terms in this Agreement shall have the respective meanings specified below. "Acceptance Certificate"means a certificate in substantially the form attached hereto as Exhibit F and which shall be delivered by Lessee to Lessor upon receipt and acceptance of the Equipment "Agreement"means this Municipal Lease and Option Agreement with its Exhibits,which Exhibits are attached hereto and incorporated herein by reference. "Code"means the Internal Revenue Code of 1986,as amended,and to the extent applicable,the regulations and rulings issued thereunder. "Commencement Date"is the date when the term of this Agreement begins and Lessee's obligation to pay rent accrues,which date shall be the date first above written. "Equipment"means the property described in Exhibit and which is the subject of this Agreement. "Lease Term"means the period beginning with the Commencement Date and continuing until terminated as outlined in Section 4.01. "Purchase Price"means the amount set forth and so titled in Exhibit E hereto which Lessee may pay to Lessor to purchase the Equipment as provided under Section 11.01. "Rental Payments"means the basic rental payments payable by Lessee pursuant to Exhibit E of this Agreement. "Vendor"means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer. ARTICLE III -EASE OF EQUIPMENT Section 3.01. Lease of Equipment, Lessor hereby demises,leases and lets to Lessee,and Lessee rents,leases and hires from Lessor,the Equipment,in accordance with the provisions of this Agreement,to have and to hold for the Lease Term. ARTICLE IV LEASE TERM Section 4.01. Lease Term; This Agreement shall be in effect and shall commence as of the Commencement Date and will remain in effect throughout the Lease Term. The Lease Term will terminate upon the first to occur of: (a)the exercise by Lessee of the option to purchase the Equipment under Articles XI or VI;(b)Lessor's election to terminate this Agreement upon a default under Article X1I1;(c)the payment by Lessee of all sums required to be paid by Lessee hereunder. ARTICLE V ENJOYMENT OF EQUIPMENT Section 5.01. Ouiet E{t[ar-ment. Lessor hereby agrees not to interfere with Lessee's quiet use and enjoyment of the Equipment so long as Lessee is not in default hereunder. Section 5.02, Use o the Equipment Lessee will not install,use,operate or maintain the Equipment improperly,carelessly,in violation of any applicable law or in a manner contrary to that contemplated by this Agreement Section 5.03. RIg t of Inspection. During the Lease Tents,the Lessor and its officers,employees and agents shall have the right at all reasonable times during business hours to enter into and upon the property of the Lessee for the purpose of inspecting the Equipment Section 5.04. Disetaimer of Warranties. LESSOR MAKES NO WARRANTY NOR REPRESENTATION,EITHER EXPRESSED OR IMPLIED,AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR ANY OTHER WARRANTY WITH RESPECT THERETO AND,AS TO T1-iF_LESSOR,THE LESSEE LEASES THE EQUIPMENT"AS 1S". In no event shall the Lessor be liable far any loss or damage,including incidental,indirect,special or consequential damage,in connection with or arising out of this Agreement or the existence,furnishing, functioning or the Lessee's use of any items or products or services provided for in this Agreement. Section 5.05. Vendors Warranties. Lessee may assert claims and rights that the Lessor may have against any Vendor of any portion of the Equipment. ARTICLE VI RENTAL PAYMENTS Section 6.01. Rental Payments to Constitute a Current Expense of Lesste. The Rental Payments and other amounts payable under this Agreement for each budget year of Lessee or portion thereof during the Lease Tenn shall constitute the rental for such budget year or portion thereof and shall be paid by Lessee for and in consideration of the right to the use and occupancy,and the continued quiet use and enjoyment,of the Equipment by Lessee for and during such budget year or portion thereof. The parties hereto have agreed and determined that such total rental is not in excess of the total fair rental value of the Equipment. In making such determination,consideration has been given to the costs of the Equipment,the uses and purposes served by the Equipment,and the benefits therefrom that will accrue to the parties by reason of this Agreement and to the general public by reason of Lessee's use of the Equipment. Lessee hereby covenants to take such action as may be necessary to include all Rental Payments and other amounts due hereunder in its annual budget and to make the necessary appropriations for all such Rental Payments and other amounts,subject to SectiQn ¢,0J. The covenants on the part of Lessee herein contained shall be deemed to be and shall be construed to be ministerial duties imposed by law and it shall be the ministerial dory of each and every public official of Lessee to carry out and perform the covenants and agreements on the pan of Lessee contained in this Agreement. The obligation of Lessee to make Rental Payments or other payments due hereunder does not constitute an obligation of Lessee for which the Lessee is obligated to levy or pledge any form of taxation or for which Lessee has levied or pledged any form of taxation. The Obligation of Lessee to make Rental Payments or other payments hereunder does not constitute an indebtedness of Lessee,the State or any Of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction. Section 6.02. Pav=nt of Rental Payments. Lessee shall promptly pay Rental Payments,exclusively from legally available funds,in lawful money of the United States of America to Lessor in such amounts and on such dates as described in Exhibit E hereto;provided that,if the Equipment has not been accepted by Lessee,such Rental Payments shall be payable solely from amounts deposited with an escrow agent. Section 6.03. Interest and Principal Co nonents. A portion of each Rental Payment is paid as interest,and the balance of each Rental Payment is paid as principal. Exhibit E hereto sets forth the interest component and the principal component of each Rental Payment during the Lease Term. Section 6.04, Rental Pa•me is o be Un and Hone, THE OBLIGATIONS OF LESSEE TO MAKE RENTAL PAYMENTS,AND TO PERFORM AND 013SERVE THE COVENANTS AND AGREEMENTS CONTAINED HEREIN, SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT,DIMINUTION,DEDUCTION,SET-OFF OR DEFENSE,FOR ANY REASON,EXCEPT AS PROVIDED IN SECTION 6.05. Section 6.05. Rental iSbateragnt. Except to the extent of(i)amounts held in an escrow,trust or agency account to make Rental Payments of(ii)amounts received in respect of rental interruption'insurance or liquidated damages,Rental Payments'due hereunder shall be abated during any period in which,by reason of material damage, destruction or condemnation,there is substantial interference with the use and right of possession by Lessee of the Equipment,or a material portion thereof. The amount of abatement shall be such that the resulting Rental Payments represent fair consideration for the use and possession of the portions of the Equipment not damaged,destroyed or condemned. Such abatement shall continue for the period commencing with the date of such damage,destruction or condemnation and ending with the restoration of the affected Equipment to a condition which will permit the affected Equipment to be used substantially as intended. In the event of any such damage, destruction or condemnation,this Agreement shall continue in full force and effect,except as set forth in Section 11.01. Lessee waives the benefits of Civil Codes Sections 1932(2)and 1933(4)and any and all rights to terminate this Lease by virtue of any interference with the use and possession of the Equipment. Section 6.06.Nonsippropriation. If(a)sufficient funds arc not appropriated for Rental Payments due in any fiscal year and(b)the Lessee shall have at such time no funds duly authorized for the Rental Payments or other amounts payable hereunder from other sources,an Event of Nonappropriation shall be deemed to have occurred. The Lessee shall promptly deliver notice thereof to the Lesser. Upon the occurrei.ce of an Event of Nonappropriation,the Lesste agrees that the Lessor may reclaim possession of the Equipment Lessee agrees peaceably to deliver the Equipment and title thereto to Lessor at a reasonable location specified by Lessor,all at Lessee's expense Section 6.07. Triple Net Lease. This Agreement is intended to be a triple net lease. Lessee agrees that the Rental Payments and other payments provided for herein shall be an absolute net return to Lessor free and clear of any expense,charges or set-offs whatsoever. ARTICLE VII TITLE TO EQUIPMENT;SECURITY INTEREST Section 7.01. Title to the Equipment. During the term of i-,s Agreement,title to the Equipment shall vest in Lessee,subject to Lessons rights upon an Event of Default Section 7.02, 5ecyrity Interes. As security for its obligations hereunder Lessee grants to Lessor a security interest constituting a first lien on the Equipment and on all additions,attachments,accessions and substitutions thereto,and on any proceeds therefrom. Section 7.03. Liens and Encumbrances to Title. Lessee shall promptly discharge any liens placed on the Equipment other than those created by Lessor. City drHmi.V n B0dL Cafito-MSHFA.11Ail7'13.111113 2 ARTICLE VIII MAINTENANCE;MODIFICATION;TAXES;INSURANCE AND OTHER CHARGES Section 8.01. Maintenance of Equipment by Lessee. Lessee will,at Lessee's own cost and expense,maintain,preserve and keep the Equipment in good repair, working order and condition. If requested by Lessor,Lessee will enter into a maintenance contract for the Equipment with Vendor. Section 8.02. Taxes,Other Governmental Charees and Utility Charnes. In the event that the use,possession or acquisition of the Equipment is found to be subject to taxation in any form(except for income taxes of Lessor),government charges or utility charges and expenses,Lessee will pay all such taxes and charges as they come due. Section 8.03. Provisions Rssarding Insurance. At its own expense Lessee shall cause casualty,public liability and property damage insurance to be carried and maintained(and evidenced by certificates delivered to Lessor throughout the Lease Term)in the amounts and for the coverages set forth on Exhibit Q provided that the amount of casualty and property damage insurance shall not be less than the then applicable Purchase Price. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. Section 8.04. ReStal Interruntion and Loss of Use and Occupancy Insurance. Lessee shall maintain or cause to be maintained at its expense throughout the Lease Term, insurance against Rental Payment abatement and loss of use of the Equipment or portions thereof with coverage equal to the maximum•total Rental Payments payable by Lessee with respect to the Equipment for any consecutive twenty four(24) month period. The policy shall insure against abatement of Rental Payments payable by Lessee resulting from Lessee's loss of use of the Equipment or any substantial portion thereof and caused by any and all perils,either insured or uninsured, including acts of God. Such insurance may be maintained in conjunction with or separate from any other similar insurance carried by Lessee. The Net Proceeds of such insurance shall be payable to Lessor in amounts proportionate to Lessee's loss of use of the Equipment and shall supplement Lessee's applicable Rental Payments,if any,during the restoration period in sufficient amount to make Lessor whole. Section 8.05. Advances. In the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall fail to keep the Equipment in good repair and operating condition,Lessor may(but shall be under no obligation)to purchase the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as arc necessary and provide for payment thereof,and all amounts so advanced therefor by Lessor shall be repaid to Lessor,together with interest thereon at the rate specified hereafter. Section 8.06. Modifications. Without the prior written consent of the Lessor,the Lessee shall not make any material alterations,modifications or attachments to the Equipment. ARTICLE IX DAMAGE,DESTRUCTION AND CONDEMNATION;USE OF NET PROCEEDS Section 9.01. DR ale,Destruction and Condemnation. if(a)the Equipment or any portion thereof is destroyed(in whole or in part)or is damaged by fire or other casualty or(b)title to,or the temporary use of the Equipment or any part thereof is taken under the exercise of the power of eminent domain,Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award to be applied either to the prompt repair,restoration,modification or replacement of the Equipment or,at Lessee's option,to the payment in full of the Purchase Price. Any balance of the Net Proceeds remaining after such work or purchase has been completed shall be paid to Lessee. For purposes of Article VIII,Section 8.03,and this Article IX,the term".Net Proceeds" shall mean the amount remaining from the gross proceeds ofany insurance claim or condemnation award after deducting all expenses(including attomty's fees)incurred in the collection of such claims or award. Section 9.02. Insu Mciency or Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair,restoration,modification or replacement, Lessee shall either(a)complete the work and pay any cost in excess of the amount of Net Proceeds,or(b)Lessee shall pay to Lessor the Purchase Price. The amount of the Net Proceeds in excess of the then applicable Purchase Price,if any,may be retained by Lessee. ARTICLE X TAX COVENANT Section 10.01. Tax Covenant, It is the intention of the Lessee and the Lessor that the interest portion of the Rental Payments received by the Lessor be and remain exempt from federal income taxation. Lessee covenants that it will take any and all reasonable action necessary to maintain the exemption from federal income taxation of the interest portion of the Rental Payments,and that it will not intentionally perform any act or enter into any agreement or use or permit the use of the Equipment or any portion thereof in a manner that shall have the effect of terminating the exemption from federal income taxation of the interest portion of the Rental Payments,including(without limitation)leasing all or any portion of the Equipment or contracting to a third party for the use or operation of all or any portion of the Equipment if entering into such lease or contract would have such effect. ARTICLE XI OPTION TO PURCHASE Section 11.01. Purchase Rights. Lessee shall be entitled to purchase the Equipment: (a) upon payment in full of all Rental Payments in accordance with Exhibit hereof and all other amounts due hereunder;or (b) Provided there is no Event of Default hereunder and upon written notice delivered at least 30 days in advance, Lessee may purchase the Equipment on any rental payment date by paying to Lessor the Rental Payment then due,together with the Purchase Price set forth in Exhibi along with all other amounts then due hereunder. ARTICLE XII ASSIGNMENT,SUBLEASING,INDEyINIFICATION,MORTGAGING AND SELLING Section 12.01. Assienment or Sale by Lessor. (a) This Agreement;and the obligations of Lessee to make payments hereunder,may be sold,assigned or otherwise disposed of in whole or in part to one or more successors,grantors,holders,assignees or subassignees by Lessor. Upon any sale,disposition,assignment or reassignment,Lessee shall be provided with a notice of said assignment During the term of this Agreement,Lessee shall each keep a complete and accurate register of all such assignments in form necessary to comply with Section 149(a)of the Code. (b) Lessee agrees to make all payments to the assignee designated in the assignment,notwithstanding anv claim,defense,setoff or counterclaim whatsoever(except arising from Lessor's breach of this Agreement)that Lessee may from time to time have against Lessor or Vendor. Lessee agrees to execute all documents,including notices of Cny of H-mm"Bach CWirbr:i&9iFh-"IM4my 23.2m3 3 assignment and chattel mortgages or financing statements, which may be reasonably requested by Lessor or assignee to protect its interests in the Equipment and in this Agreement. (c) Lessee hereby agrees that Lessor may sell or offer to sell this Agreement(i)through a certificate of participation program,whereby two or more interests are created in the Agreement,the Equipment or the Rental Payments;or(ii)with other similar instruments,agrcements and obligations through a pool,trust,limited partnership,or . other entity, Section 12.02. No Sale Assignment or Subleasing JU Lessee. This Agreement and the interest of Lessee in the Equipment may not be sold, assigned or encumbered by Lessee without the prior written consent of Lessor. Section 12.03. Release and IndetrtnULeation Covenants. To the extent permitted by the laws and Constitution of the State,Lessee shall protect,hold harmless and indemnify Lessor from and against any and all liability,obligations, losses, claims and damages whatsoever, regardless of cause thereof except those resulting from Lessor's intentional or negligent acts and expenses in connection therewith,including,without limitation,counsel fees and expenses,penalties and interest arising out of or as the result of the entering into this Agreement,the ownership of any item of the Equipment,the ordering,acquisition,use,operation,condition,purchase,delivery,rejection, storage or return of any item of the Equipment or any accident in connection with the operation,use,condition,possession,storage or return of any item of the Equipment resulting in damage to property or injury to or death to any person. The indemnification arising under this paragraph shall survive the termination of this Agreement. ARTICLE XIn EVENTS OF DEFAULT AND REMEDIES Section 13.01. Events of Derult The following constitute"Events of Default"under this Agreement: (a) failure by the Lessee to pay any Rental Payment or other payment required to be paid hereunder when due;or (b) failure by the Lessee to maintain insurance on the Equipment in accordance with Article Vill Section 8.03 hereof,or . (e) failure by the Lessee to observe and perform any other covenant,condition-or agreement on its part to be observed or performed for a period of 30 days after written notice is given to the Lessee by the Lessor,specifying such failure and requesting that it be remedied;provided,however,that if the failure stated in such notice cannot be corrected within such 30-day period,the Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by the Lessee within the applicable period and diligently pursued until the default is corrected:or (d) initiation by the Lessee of a proceeding under any federal or state bankruptcy or insolvency law seeking relief under such laws concerning its indebtedness. The foregoing provisions of this Section are subject to the provisions of Article V1,Section 6.05,hereof. Section 13.02. Remedies On Default. Whenever any Event of Default shall have occurred and be continuing,the Lessor shall have the right,at its sole option without any further demand or notice,to take any one or any combination of the following remedial steps: (a) Terminate this Agreement and retake possession of the Equipment wherever situated,and sell or lease,sublease or make other disposition of the Equipment for use over a term in a commercially reasonable manner,all for the account of Lessor;provided that Lessee shall remain directly liable for the amount actually appropriated for the purchase or rental of the Equipment and unpaid by Lessee during the current fiscal period. Lessor shall apply the sale proceeds in the following manner; FIRSTLY, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Equipment, including reasonable attorneys'fees and expenses; SECONDLY,to pay the Lessor(i)the amount of all unpaid Rental Pzyments,if any,which arc then due and owing,together with interest and late charges thereon, (li)the then applicable Purchase Price(taking into account the payment of past due Rental Payments as aforesaid),plus a pro rata allocation of interest,at the rate utilized to establish the interest component for the Rental Payment next due,from the next preceding due date of a Rental Payment until the date of payment by the buyer,and(iii)any other amounts due hereunder, THIRDLY,to pay the remainder of the sale proceeds,purchase moneys or other amounts paid by a buyer of the Equipment,to the Lessee. (b) proceed by appropriate court action to enforce performance by the Lessee of the applicable covenants of this Agreement or to recover for the breach thereof;or (c) Use or retake such portion of the Equipment as the Lessor,in its sole discretion,may decide. All of the Lessee's right,title and interest in any Equipment the possession of which is retaken by the Lessor upon the occurrence of an Event of Default or Event of Nonappropriation shall terminate immediately upon such repossession. Section 13.03. Return of Euuipment. Upon an Event of Default,Lessee agrees to allow Lessor to recover the Equipment at Lessee's sole cost and expense, in accordance with Article XIII,Section 13.02, Section 13.04. No Remedy Exc! slue. No remedy herein conferred upon or reserved to the Lessor is intended to be exclusive and every such remedy shalt be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. Section 13.05. Cate Chame:Interest-on Late Eavment. Any Rental Payment not paid on the due date thereof shall bear a late charge equal to two percent(2%) of the amount of the past due Rental Payment,but in no event less than S 100.00. Any unpaid Rental Payment or other amount payable by Lessee to the Lessor hereunder,shall bear interest at the lesser of(a)the rate payable on the principal portion of the Purchase Price,plus five full percentage points per annum,or(b)the maximum rate allowed by law. Section 13.06. Farce Wlaleure. If by reason of forcemaieure Lessee is unable in whole or in part to carry out its agreement on its part herein contained,other than the obligations on the part of Lessee contained in Article VI and Article V1II Section 8.03 hereof, Lessee shall not be deemed in default during the continuance of such inability. The tetnt"force majeure'as used herein shall mean,without limitation,the following: acts of God,strikes,lockouts or other industrial disturbancts;act of public enemies,orders or restraints of any kind of the government of the United States of America or the State or any of_their departments,agencies or officials,or any civil or military authority;insurrections,riots;landslides;earthquakes;fires;storms;droughts;floods;or explosions, ARTICLE XIV MISCELLAINEOUS Section 14.01. Notices. All notices,certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by rcgistemd mail,postage prepaid,to tht parties at the addresses stt forth on the first page hereof. Section 14.02. Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 14.03. Severabilitv. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision h stof. Section 14.04. Amendments. All amendments hereto must be in writing. Section 14.05. Execution in Counterparts,This Agreement may be executed in several counterparts. Section 14.06. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. Section 14.07. Captions, The captions or heading in the Agreement are for convenience only and no way define,limit or describe the scope or intent of any provisions or sections of this Agreement. Section 14.08. Entire Agreement. This Agreement constitutes the entire agreement between Lessor and Lessee. No waiver,consent,modification or change of terms of this Agreement shall bind either party unless in writing signed by both parties,and then such waiver,consent,modification or change shall be effective only in the specific instance and For the specific purpose given. There are no understandings,agreements,representations or warranties,express or implied,not specified herein regarding Cin 4 - r 10 this Agreement or the Equipment leased hereunder. Any terms and conditions of any purchase order or other document(with the exception of Supplements)submitted by Lessee in connection with this Agreement which are in addition to or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will not apply to this Agreement. Lessee by the signature below of its authorized representative acknowiedges that it has read this Agreement,understands it and agrees to be bound by its terms and conditions. ARTICLE XV DEFEASARCE Section 15.01. Defeasance. The Lessee's obligation to pay the Purchase Price will be deemed to be paid and the Lessee's obligations under this Agreement will be discharged and satisfied upon the deposit by the Lessee with the Lessor of(a) moneys sufficient to pay the Purchase Price or(b)obligations which are directly insured or guaranteed by the United States or,with the prior written consent of the Lessor,any other obligations in which any sinking fund for bonds issued by the Lessee may legally be invested,the principal of and interest on which when due will provide sufficient moneys for such payment. M WITNESS WHEREOF, Lessor has executed this Agreement in its corporate name, attested by its duly authorized officers, and Lessee has caused this Agreement to be executed in its corporate name,attested by its duly authorized officers. All ofthe above occurred as of the date first written on the heading hereof. LESSOR: Saulsbury Hill Financial,LLC. Attest: / By: BY Title: ;Z"d. F Title: P r i n c i a l Attest: LESSEE: City of Hunting� � �ton Beach,California gv, By: ��Ai h'�5d1Y9' Title: _ �c�✓rl�X Title: APPROVED AS TO FORM JE FER McOR4.TK CRYA3takey L la By L60n6 Mini 3 Dq-ty City Attonmy City pf Hmnpm E�JL CabroaddSHFA-VA W 23.3n03 EXHIBIT A RESOLUTION OF GOVERNING BODY EXTRACT OF NUNUTES Lessee: City of Huntington Beach,California Date of Agreement: May 30,2003 At a duly called meeting of the goveming body of-Lessee(as defined in the Agreement)held on the—1�day of 20 D3 the following resolution was introduced and adopted. RESOLVED,whereas the governing body of Lessee has determined that a true and eery real need exists for the acquisition of the Equipment described in the Municipal Lease and Option Agreement presented to this meeting;and WHEREAS,the governing body of lessee has taken the necessary steps,including any legal bidding requirements,under applicable law to arrange for the acquisition of such Equipment. BE IT RESOLVED,by the governing body of Lessee that the terms of said Municipal Lease and Option Agreement are in the best interests of Lessee for the acquisition of such Equipment,and the governing body of Lessee designates and confirms the following persons to execute and deliver,and to witness(or attest),respectively,the Municipal Lease and Option Agreement and any related documents necessary to the consummation of the transactions contemplated by the Municipal Lease and Option Agreement. FURTHERMORE BE IT RESOLVED,that the governing body of Lessee hereby represents that the reasonably anticipated amount of qualified tax-exempt obligations which have been and will be issued by the Lessee does not exceed$10,000,000 for the calendar year within which this Municipal Lease and Option Agreement is to be"qualified tax- exempt obligation"pursuant to Section 265(b)(3)of the Intemal Revenue Code. %',&3XM6nN (Mme of Party to Execute (Title) Agre ment) wnlv-6 &--� 2& (Name of Party to Execute (Title) T Agreement) The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies that the above and foregoing Municipal Lease and Option Agreement is the same as presented at said meeting of the governing body of Lessee. Secretary/Clerk Seal; Date City a HurAP4pQa 11"A Ca1efcrnW&HFh-.1,'.PVby 23.21,03 6 MEETING AS ANCE NOTICE -AMERICANS WIT iSABILITIES ACT In accordance with the Americans with Disabilities Act the following services are available to members of our community who require special assistance to participate in City Council and Redevel6pment Agency meetings. If you require, American Sign Language interpreters, a reader during the meeting, and/or large print agendas, to make arrangements,please call:Office of the City Clerk(714) 536-5227. To make arrangements for an assisted listening system(ALD)for the hearing impaired, please contact: the Sergeant at Arms (714) 536-5693 or the City Clerk(714) 536.5227. 72 hours prior notification will enable the city to make reasonable arrangements to ensure accessibility to a meeting. — ACTION AGENDA CITY COUNCIUREDEVELOPMENT AGENCY CITY OF HUNTINGTON BEACH MONDAY, JUNE 2, 2003 6:00 P.M. - Room B-8 7:00 P.M. - Council Chambers Civic Center, 2000 Main Street Huntington Beach, California 92648 The 5:00 p.m. portion of the meeting will be recessed by the City Clerk to 6:00 p.m. in Room B-8 due to an anticipated lack of quorum. 6:00 P.M- - Room B-8 Call City Council/Redevelopment Agency Meeting to Order Roll Call Sullivan, Coerper, Green, Boardman, Cook, Houchen, Hardy Present (Houchen arrived 6:04 p.m.) Pursuant to the Brown (Open Meetings) Act the City-Clerk Announces Late Communications Received by Her Office Which Pertain to Items on the Agenda (1)The Brown (Open Meetings) Act requires that copies of late communications submitted by City Councilmembers or City Departments are to be made available to the public at the City Council meeting. (2) Late communications submitted by members of the public are to be made available to the public at the City Clerk's Office the morning after the Council meeting. (Fate Communications are communications "regarding agenda items that had been received by the City Clerk's office. following distribution of the agenda packet.) . Public Comments Reciardinct 6.00 P.M. Study Session Portion of Councll Meotincil and Closed Session Agenda Items None COMPUTER INTERNET ACCESS TO CITY COUNCIL/REDEVELOPMENTAGENCY AGENDA IS AVAILABLE PRIOR TO CITY COUNCIL MEETINGS http.-IAvww.surfcity-hb.org (2) June 2, 2003 - Council/Agency Agenda - Page 2 (City Council) Study Session — Update by the Plannlnq Department on the Neighborhood Preservation Program ( . ) The Planning Department will provide an update on the City`s Neighborhood Preservation Program. The presentation will include an overview of the program, accomplishments to date, and outline of future program activities. *'PowerPoint presentation titled Neighborhood Preservation Program Update is included in the agenda packet. PowerPoint presented by Bill Zylla, Principal Planner/Code Enforcement Officer— Neighborhood Preservation Program Manager. Photographs were shown at the Study Session Meeting reflecting properties surveyed. Neighborhood Community meeting to be held at a future date uncertain after survey has been completed(approximately 3 to 4 months). Call Closed Session„of City Council/Redevelopment Aaency Approved 7-0 Recommended Action:_Motion to-recess.to.Closed Session on the following items:_ . (City gouncil) Closed Session— Pursuant to Government Code Section 54956.9(a)to confer with its attorney regarding pending litigation which has been initiated formally and to which the City is a party. The title of the litigation is Epifania Huertero, et al., v. City of Huntington Beach, et al.; United States District Court Case No. SA 01-1136. (120.80) (City ounell) Closed Session— Pursuant to-Government Code Section 54956.9(c) to confer with its attorney regarding pending litigation. Based on existing facts and circumstances, the legislative body of the local agency has decided to Initiate or is deciding whether to initiate litigation. Number of Potential Cases: five. Subject: Potential Litigation re Property at 17201 Ash Street, Unit D, Huntington Beach. (120.80) (3) June 2, 2003 - Council/Agency Agenda - Page 3 The City Council and the Redevelopment Agency of the City of Huntington Beach will regularly convene in joint session for the purpose of considering the following City Council-Redevelopment Agency Agenda Items. The Huntington Beach Parking Authority, Civic Improvement Corporation, and the Huntington Beach Public Financing Authority are also agencies on which Council serves as members. On each Agenda these Agencies.may have items scheduled. When an Agenda Item requires action by any of these Agencies, it will show in parenthesis' preceding the item, for example (City Council-Redevelopment Agency). 7:00 P.M. - Council Chambers Reconvene City CounclllRedevela ment Agency Meeting ** The City Attorney Shall Determine If Any Actions Taken By The City Council or Redevelopment Agency In Closed Session Shall Require A Reporting On Those Actions As Required By Law (Government Code §54957.1(a) (3) (B)). #2—Approved 7-0 to initiate litigation against property owner, Gary Davis. Roll Call: Sullivan, Coerper, Green, Boardman, Cook, Houchen, Hardy Present Pledge of Allegiance-Led.by Sergeant-at-Arms Gary Meza Pursuant to the Brown (Open Meetin-gsl Act the City Clerk Announces Late Communications Receives! by Her Office Which Pertain to Items on the Agenda (1)The Brown (Open Meetings) Act requires that copies of late communications submitted by City Councilmembers or City Departments are to be made available to the public at the City Council meeting. (2) Late communications submitted by members of the public are to be made available to the public at the City Clerk's Office the morning after the Council meeting. (Late Communications are communications regarding agenda items that had been received by the City Clerk's office following distribution of the agenda packet.) F-9, F-2, F-3 Presentation-.By Mayor Connie Boardman, to Connie and Bob Mandic of Mandic Motors, Inc., a commendation to Mandic Motors, Inc.- for receiving the Automobile Association of'America (AAA)'s national recognition for `Service Provider of Excellence." Mandic Motors was chosen as one of five "Highway Heroes"for 2003 by the AAA, the nation's largest organization for motorists. Presentation - By Mayor Connie Boardman and Jim Engle, Community Services Director, a $100 Savings Bond to the 18 winners of the Youth Character Awards: Austenn Akers, Cameron Bauer, Scott Bogle, Erin Burke, Amanda Draeger, Veronica Gomez, Karina Hubbard, Elizabeth Irving, Taylor Ann Kendzierski, Ravin Kuman, Ryan Marks, Kristen Mc Crory, Michelle Monroe, Amanda Morgan, Scott Newman, Andrea Ostrowski, Melissa Preston, and Christina Sanchez. Presentation - To Mayor Connie Boardman; Jim Engle, Community Services Director; and Louann Murray, Vice President, Friends of the Shipley Nature Center; by Steve Engel of the Boeing Company, a check in the amount of$ 2,000 for the restoration of Shipley Nature Center. i i (4) June 2, 2003 - Council/Agency Agenda - Page 4 B. PUBLIC COMMENTS Hello and welcome to the Huntington Beach City Council meeting. If you would like to address the Council please fill out the pink public comment sheet attached to this agenda. After completing the form, hand it to the Sergeant at Arms and he will give it to the City Clerk. Council members strive to treat members of the public with respect and we ask that you also express your concerns and opinions-in-a civil and respectful.manner. - - Due to the Brown (Open Meeting)Act, the City Council may not discuss items unless they are on our agenda. So if you are speaking on an item.not on the agenda, we cannot discuss the issue with you at this meeting. However, if you wish to meet with any of us please call the Council's Secretary at 714-536-5553.Thank you for taking the time to come to the council meeting to address the council. This Is the time to address Council regarding Items of Interest or on agenda Items OTHER than Public Hearings. 3 minutes per person,time may not be donated to others. No action can be taken by Council/Agency on this date unless agendized. Complete the attached pink form and give to the Sergeant-At-Arms located near the speaker's podium #t*#t#t#tttrtt#ttt*t######t###***#***t*rt****t*#**+*#*rtf*trtrt##rt##vet****t##het*xrttt#*t##rt***Yrw#t##*rt*####trtrtrtt#***** Public Comments; 1. Speaker In opposition to Agenda Item F-2 re: increase in fees and recommending approval of alternative action In staff report. 2. Speakers In support of Agenda Item H-1a urging Council not to support the Harbour contract. Photographs submitted by second of two speakers. 3. Speakers In opposition fo-Agenda item F 3 relative to the 140.(1440tington Central Park) Sports Complex proposed parking, as'adversely Impacting Library users. 4. Speaker In opposition to the absence of the Invocation from the Agenda and offering a prayer. 5. Speaker rebutting alleged conflict of Interest claims lodged against him and offering an explanation also available at his website: keithbohr@aol.com. 6. Speaker In favor of the D.A.R.F., and requesting Council reconsideration for funding for the anti-drug abuse program. - -7.- -Speaker stating hazardous-condition of curbside-on Gothard Avenue near Celiterid Library.-Also inquired re: Rainbow Disposal fees and spoke In favor of Poseidon and desalinization process for water. C-1: Council CommiffeelCouncil Llal'son Reports - None C-2. City Administrator's Report-None D. Public lzleerina - None (5) June 2, 2003 - Council/Agency Agenda - Page 5 E. CONSENT CALENDAR All matters listed on the Consent Calendar are considered by the City Council and Redevelopment Agency to be routine and will be enacted by one motion in the form listed. Recommended Action: Approve all items on the Consent Calendar by affirmative roll call vote. E-1. (City Council/Redevelopment Agency) Minutes (120.65) - Approve and adopt the minutes of the City Council/Redevelopment Agency Regular Meetings of March 3, 2003, the City Council Adjourned Regular Meeting of March 14, 2003 and the City Council/ Redevelopment Agency Regular Meetings of March 17, 2003 as written and on file in the Office of the City Clerk. Submitted by the City Clerk. Approved as amended to remove Late communication matrix received from Administration submitted for Jill Hardy's Council item on March 17, 2003 minutes. 7-0(Houchen, Hardy abstained from 313 and Houchen from 3117103 minutes due to absence) E-2. (City Council Adopt Resolution No. 2003-38 Approving Side Letter to the Memorandum of Understanding (MOU) between the City and the Police Officers' Association to Reflect a Mutual Acireement on an Administrative Appeal Procedure (. : ).- Adopt Resolution No. 2003=38 "A Resolution of the City Council of the City of Huntington Beach Amending the Memorandum of Understanding between the City of Huntington Beach and the Huntington Beach Police Officers'Association to Reflect an Agreed Upon Administrative Appeal Procedure." Submitted by the Administrative Services Director. Funding Source: No fiscal impact with this action. Adopted 7-0 E-3. .(City Council Adopt Resolution No. 2003-39 Approving the Application and Assurances for Grant Funds from the California State Coastal Conservancy far South Beach Improvements, Phase II Standard Agreement No. 02-145 ( . )— Adopt Resolution No. 2003-39— A Resolution of the City Council of the City of Huntington Beach Approving the Application and Assurances for Grant Funds from the California State Coastal Conservancy South Beach Improvements, Phase I/." Submitted by the Community Services Director. Funding Source: Not Applicable. Adopfed 7-0 E-4. (City Council) Accept Bid and Award Maintenance Service Contract to Elite Bobcat Service Inc. for Re alr/Re lacement of Pedestrian Improvements on Nantucket Drive slo Yorktown Avenue w/o Bushard Street • MSC 419 ( . )— 1. Accept the lowest responsiblelresponsive bid submitted by Elite Bobcat Service, Inc. in the amount of$189,422.95; and 2. Authorize the Mayor and City Clerk to execute a contract in substantially the same form as the attached sample construction contract. Submitted by the Public Works Director. Funding Source: Measure M Fund Account, Pedestrian Improvements, $200,000. Approved 7-0 (6) June 2, 2003 - Council/Agency Agenda - Page 6 F. Administrative Items F-1. (City Council)_Approve the License Agreement between the City and U. S. Bank National Association ND for Implementation of the Surf City Huntington Beach Credit Card Affinity Pro ram and Trademark to Provide Fund Revenue-for Parks and Recreation,:LibraM CLiltural Activities and Other Community Services) ( } Communication from the City Treasurer; the city's Special Projects Manager, and the- Economic Development Director requesting Council approval of an agreement with U. S. Bank National Association to implement the Surf City Affinity Credit Card Program to provide revenue to fund city services for parks and recreation, libraries, cultural activities and other community programs. Recommended Action: Motion to; - - Approve the Credit Card Affinity Program and Trademark License Agreement with U. S. Bank National Association ND for the implementation of the Surf City Huntington Beach Affinity Credit Card Program; authorial:the Mayor and City Clerk to sign the agreement, and forward to U. S. Bank National Association ND for execution. Economic Development Director David Biggs presented PowerPoint report included in the agenda packet. Approved 7-0 as amended(adding language to the recommended action re: marketing) by Late Communication announced by the Assistant City Clerk. (Goal is to return in July 2003 with agreement.) F-2. (City Council) Adopt Resolution No. 2003-40 Establishing Residentlal Curbside Refuse Collection Rates and Approve Amendment fty. 1 to the Rainbow Disposal and Rainbow Transfer and Red cling Franchise-Agreement (Increases Fees on Commercial Accounts (600.45) Communication from the Public Works Director informing Council that the Refuse Collection and Disposal Services Franchise Agreement with Rainbow Disposal Company, Inc. requires an annual review of residential rates. Minor modifications to the franchise agreement will be made to allow for timelier customer notification. An increase to the franchise fee on commercial accounts is also included in the amendment. - Recor ftfdnded Action: Motion to: - - - 1. Adopt Resolution No. 2003-40— "A Resolution of the City Council of the City of Huntington Beach Establishing Residential Curbside Refuse Collection Rates," and 2: Approve and authorize the Mayor and City Clerk to execute the Amendment to Refuse Collection and'Disposal Services Franchise Agreement between the'City of Huntington Beach and the Rainbow Disposal and Rainbow Transfer Recycling Companies. Public Works Director Robert F. Beardsley presented PowerPoint report included In the agenda packet, which is amended on Page F-2.25 by Late Communication, as announced by the Assistant City Clerk. Councilmember Sullivan submitted Late Communication titled "City Rainbow Administrative Costs Using CPI." Administrative Services Director reported In response. Adopted 7-0 Resolution No. 2003-40 as amended in item #1 to show revised figure of$17.44(which also adjusts the daily rate.) (7) June 2, 2003 - Council/Agency Agenda - Page 7 F-3. (City Council) Approve Agreement with Community Parks Foundation, Inc. (CPF) for Installation of Equipment and Operation and Maintenance Services of Soccer Hockey and Baftino Facilities at HCP (Huntington Central Park Sports Complex— Approve (After Review by the City Attorney) a Municipal Lease/Purchase :.A reement with Prime Fund Ina Source Inc. for Phase II S orts Systems—. Approve Amendment to'Valley Crest Construction Company Contract to Complete Site preparation ( } Communication from the Administrative Services Director, the Community Services Director, and the city's Special Project Manager. Recommended Action: Motion to: 1. Approve the Agreement between the City of Huntington Beach and Community Parks Foundation, Inc. for installation of Equipment and for Operation and - Maintenance Services of Soccer and Hockey Facilities at the Huntington Central - Park Complex,"and authorize execution by the Mayor and City Clerk upon receipt of the required insurance certificate approved as to form by the City Attorney; and 2. Approve the allocation of$129,198 ($94,200 for NUVIS Landscape Architects and $34,998 for six months consultant services of Community Parks Foundation)from the Park Acquisition & Development Fund, unappropriated fund balance into Central Park Sports Complex Construction Account#30187927.82200 for preparation of plans and specifications for Phase li improvements; and 3. Authorize the Mayor and City Clerk to execute a lease/purchase agreement with Prime Funding Source, Inc. in substantially the same form as the attached sample municipal lease and option agreement for$2,370,191 upon the review and approval of lease/purchase documents by the City Attorney for the acquisition and installation of the Phase II sports systems by Valley Crest Construction Company and Community Parks Foundation; and 4. Approve an amendment to the Valley Crest Construction Company contract for $1,213,353 from the lease/purchase financing agreement with Prime Funding Source, Inc. to complete Phase II site preparation and installation; and 5. Approve appropriation of$1,156,838 from the lease/purchase financing agreement with Prime Funding Source, Inc. for Community Parks Foundation to acquire and complete installation of Phase II sports systems. Community Services Director Jim Engle presented PowerPoint report included in the agenda packet, which is amended by Late Communication (adding 2 additional motions to the alternative action), as announced by the Assistant City Clerk. 1. #1-5 above approved 7-0; and 2. Amendments per Late Communication memo approved 6-1 (Sullivan—No) (8) June 2, 2003 - CouncillAgency Agenda - Page 8 G. Ordinances G-1. Ordinance for Adoption G-1a. .(City Council) Adopt Ordinance No. 3609 Amending Chapter 2.56 of the Municipal Code Relating to Enforcement Duties of the Public Works_Director Ordinance No. 3609 "An Ordinance of the City of Huntington Beach'Amending Chapter 2.56 of the Huntington Beach-Municipal Code Relating to the Public-Works Department." Submitted by the, Public Works Director. (The staff report sets forth that the ordinance will provide the Director of Public Works the authority to manage "administration and enforcement of appropriate sections of Title 8 (Health and Safety), Title 12 (Streets and Sidewalks),Title 13 (Public Property)and Title 14 (Water and Sewers) of the Huntington Beach Municipal Code. (Introduction approved 5/19/03.) Recommended Action: After City Clerk reads by title, adopt Ordinance No. 3609 by roll call vote. Adopted 7-0 G-2. Ordinances for Introduction - None H. City CouncillRedevelo ment Agency Items H-1a. Submitted by Councilmember Debbie Cook (City Council) Direct-Staff-to Suspend Request for Proposal and Award of Contract Process Pending Recommendations for Water Qualltv and Maintenance Services by the Huntington Harbour Waterways Committee ( . ) Communication from Councilmember Debbie Cook transmitting the following Statement of Issue: The city is currently in the process of reviewing proposals received from private contractors to award a contract for maintenance services of the waterways in Huntington Harbour. Additionally, City Council established a Council Sub-Committee (Huntington _.Harbour Waterways Committee)that is currently_meeting and will.return to.Council-in July or August with recommendations on how to address a number of Harbour issues, including water quality. There has been a request by several participants at the committee meetings to review the scope of work, tasks and performance measures in the proposed Request for Proposal and Maintenance Contract for Huntington Harbour. They feel the level of maintenance and contract compliance is directly related to addressing the water quality issue-in the-Harbour. They would like the committee to have the opportunity to review the scope bf•services, tasks and performance measures in the contract to see if there should be any recommended changes prior to the city awarding the contract. Since the city has its - current contractor in place, and until a new contract is awarded, there is no Impact in delaying the award of bid until the committee has the opportunity to review and make recommendations. Recommended Action: Motion to: Direct staff to suspend the Request for Proposal and Award of Contract process until the Huntington Harbour Waterways Sub-Committee has submitted its recommendations to the city. Staff will then have an opportunity to review the recommendations to determine if any changes should be made to the scope of services, tasks or performance measures in the Request for Proposal and contract for the Huntington Harbour waterway maintenance. Approved 7-0 (9) • June 2, 2003 - CouncillAfeency Agenda - Page 9 H-2a. Submitted By Mayor Connie Boardman (City Council) Discuss Alternative Actions Regarding the City's Code of EthicslGift Ban Ordinance/State Laws ( . ) Communication from Mayor Connie Boardman transmitting the following Statement of Issue: At a recent study session on our Code of Ethics, the City's Gift Ban Ordinance, and State Laws r%-ulating the acceptance of gifts by elected and appointed officials,and some city employees, it was obvious that there are significant differences between these three types of regulations. I am placing this item on the agenda to allow for Council discussion as to how the council would like to reconcile the above three types of rules governing ethics and the acceptance of gifts. _ Alternatives that have occurred to me are: . Ban h e. 2. Request the City Attorney to draft a new Gift Ban Ordinance and Ethics Code that is consistent with State Law. ARI i1 #2 Approved-- 7-0 Council Comments -(Hot Aaendized) 'At this time Councilmembers may report on items not specifically described on the agenda which are of interest to the community. No action or discussion may be taken except to provide- staff direction to report back or to place the item on a future agenda. Congratulations from Mayor Pro Tem Green to all Youth Character Award recipients. Reminder from Mayor Boardman that budget survey to go offllne tomorrow, 613103. Award of the Philharmonic "Golden Lyre"by Mayor Boardman to Community Services Director Jim Engle. Council/Agency Adjournment to Monday, June 9, 2003, at 9.00 p.m., In the Council Chambers, Civic Center, 2000 Main Street, Huntington Beach, California. Council/Agency Agendas and Minutes are Available at No Charge to the Public at the City CleWs'Office,on the City's Website; Via_Email, and Through Paid Subscription. Complete Agenda Packets are Available at the Central Library and Library.B ranches on Friday Prior to Meetings. VideoTapes of Council Meetings are Available for Checkout at the Central Library at No Charge. CONNIE BROCKWAY, CITY CLERK City of Huntington Beach 2000 Main Street - Second Floor Huntington Beach, California 92648 Tr WOW ,.Q hawmemioeao;"t 0Vy of#w orlgkw on fffe In Ws offk*, Internet: httpalwww.surfclty-hb.org Attest 20-L OIN[E SRO ork an a Coco Coura of the City of Hu sod Cro r By eputf X_Ts 4 OFFICE OF ..any - — '$ CITY ATTORNEY Paul D'Alessandro.Assistant Ci Attorne f `�Eti ry y P.O.Box 190 �`dutitY`* Scott Field,Assistant City Attorney2000 Main Street ton Beach California 92649 Lee Burke,Deputy City AttorneyHuntin g Jahn Fu jli,Deputy City Attorney Jennifer McGrath Telephone: (714)536-5555 Leonie Mulvihill,Deputy City Attorney City Attorney Facsimile: (714)374-1590 Sarah Sutton,Deputy City Attorney May 30, 2003 Saulsbuv Hill Financial, LLC 1614 15t Street, 3t1 Floor Denver, Colorado 80202-1304 Re: Municipal Lease and Option Agreement,and Escrow Agreement for the Central Park Sports Complex, Phase 2 dated May 30, 2003 between Saulsbury Hill Financial, LLC, as Lessor, and City of Huntington Beach, as Lessee Ladies and Gentlemen: I am City Attorney for the City of Huntington Beach, California, a municipal corporation and charter city duly organized.and existing under and by virtue of the Constitution and the laws of the State of California. This opinion is delivered in connection with the 'Municipal Lease and Option Purchase Agreement for the Central Park Sports Complex, Phase 2 between Saulsbury Hill Financial, LLC (the "Lessor"), and City of Huntington Beach (the "-Lessee"). All capitalized terms herein shall have the same meaning as in the foregoing Agreement. In rendering the opinion set forth herein,I-have made no search,�iriquiry, investigation or other examination concerning the records or files of arty court,public board or body,or other public records, other than the Lessee;and my opinion as expressed herein does,not extend to any matter' - which might-be disclosed as a result of any further search, inquiry, investigation or other examination. Whenever a statement herein is qualified"to the best of my knowledge," it is intended to indicate that, during the course of my representation of the Lessee in connection with this transaction, no information that would give me actual knowledge cfrtlie inaccuracy of such statement has come to my attention. I.have not undertaken any independent.investigation to determine the-accuracy of such statements, and any limited inquiry undertaken'by me during the preparation of this opinion.letter should-not be regarded as such investigation. No inference as to my knowledge of any matters bearing on the accuracy of any such statements should be drawn from the fact of my representation of-the"Lessee._ g/mu lvihi l l/031etterslsaul sbury �� OFFICE OF d � CITY ATTORNEY P.O.BOX 190 Paul D'Aiessandro,Assistant City Attorney 2000 Main Street Scott Field,Assistant City Attorney Lee Burke,Deputy City Attorney Huntington Beach,California 92648 John Fujil,Deputy City Attorney Jennifer McGrath Telephone: (714)536-5555 Leonie-Mulvihill,Deputy City Attorney City Attorney Facsimile: (714)374-1590 Sarah Sutton,Deputy City Attorney May 30, 2003 Saulsbu7 Hill Financial 1614 l5t Street, 3rd Floor - Denver, CA 80202-1304 - - Re: Municipal Lease and Option Agreement, and Escrow Agreement for the Central Park Sports Complex, Phase 2 dated May 30, 2003 between-Saulsbury Hill Financial, as Lessor, and City of Huntington Beach, as Lessee Ladies and Gentlemen: I am City Attorney for the City of Huntington Beach, California, a municipal corporation and charter city duly organized and existing under and by virtue of the Constitution and the laves of the State of California. This opinion is delivered in connection with the Municipal Lease and Option Purchase Agreement for the Central Park Sports Complex, Phase 2 between Saulsbury Hill Financial (the "Lessor"), and City of Huntington Beach (the "Lessee"). All capitalized terms herein shall have the same meaning as in the foregoing Agreement. In rendering the opinion set forth herein, I have made no search, inquiry, investigation or other examination concerning the records or files of any court,public board or body, or other public records, other than the Lessee, and my opinion as expressed herein does not extend to any matter which might be disclosed as a result of any further search, inquiry, investigation or other examination. Whenever a statement herein is qualified"to the best of my knowledge," it is intended to indicate that, during the course of my representation of the Lessee in connection with this transaction, no information that would give me actual knowledge of the inaccuracy of such statement has come to my attention. I have not undertaken any independent investigation to determine the accuracy of such statements, and any limited inquiry undertaken by me during the preparation of this opinion letter should not be regarded as such investigation. No inference as to my knowledge of any matters bearing on the accuracy of any such statements should be drawn from the fact of my representation of the Lessee- My opinion set forth herein does not extend to, and I express no opinion herein with respect to, (a) any laws of any jurisdictions (including any federal law), other than the laws of the State of California, and (b) any matters covered by the securities, usury or tax laws, decisions, rules or regulations of any jurisdiction. glmulvihill/03letters!saulsbury Saulsbury Hill Financia* . Page 2 si3oro3 Based on the foregoing, I am of the opinion that: (1) Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b)the power of eminent domain, and(c) police power; (2) Lessee has the requisite power and authority to purchase the Equipment -referenced in the Agreement, to execute and deliver the Agreement, and to perform its obligations under the Agreement; (3) The Agreement and the other documents either attached thereto or required therein have been duly authorized, approved and executed by and on behalf of Lessee, and the Agreement is a valid and binding obligation of Lessee enforceable in accordance with its terms; (4) The authorization, approval and execution of the Agreement and all other proceedings of Lessee relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state laws; and (5) To the best of my knowledge, and without exercising any investigation or due diligence,there is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the security interest of Lessor or its assigns, as the case may be, in the Equipment. Lessor, its successors and assigns, including without limitation any Registered Owners, and any counsel,rendering an opinion on the tax-exempt status of the interest components of Rental Payments are entitled to rely on this opinion. ry truly yours, 7ENNIFER MCGRAT , City Attorney /lm o mulvihi11/031erters/sauIsbury EXHIBIT C CERTIFICATE OF LESSEE f, 4-0 am a duly authorized representative and acting Secretary or Cie Lof the named Lessee under that certain Municipal Lease and Option Agreement dazed Nlay 30.200 with Saulsbury Hill Financial, LLC.as Lessor(the"Agreement")hereby certify as follows and in accordance with the requirements of the Agreement. Capitalized terms used herein have the same meaning as in the Agreement: A. INCLMBENCY OF QEFICE(iS AND SIGNATURES: 1 have custody of the records of Lessee and the following officers of the Lessee are duly elected or appointed and hold the office or title set forth opposite ea;.h individual's name,and the signatures opposite their names are true and correct,and where required,have been filed with the appropriate officials of the State,and each such individual has the authority to enter into the Agreement on behalf of the Lessee: �I am Ittle/Office to 1.�n%ttj c�Ut ra>rn ail �►ll�a-41 �,1�r�I,R G.j.t�� �� B. ESSFINJIALUSE,; I, The Equipment will be used by the Lessee for the following governmental purpose of: To operate Parks and Recreation Department Youth and Adult sports programs r 2. The Equipment is essential for the functioning of the Lessee and is immediately needed by the Lessee. Such need is neither temporary nor expected to diminish during the Lease Term. The Equipment is expected to be used by the Lessee fora period in excess of the Lease Term. C. CERTIFICATE OF APPROPRIATIONS: 1. Monies for all rentsl payments to be made under the Lease for the fiscal year ending September 30,2004,are available from unexhausted and unencumbered appropriations and/or funds within Lessee's budget for such fiscal year, and that appropriations and/or funds have been designated for the payment of those rental payments that may come due under the Agreement in such fiscal year. D. 5ECT10N265(b)(3)MATTERS: 1. Lessee(a)maintains a register or list of Exempt Government Obligations,(b)files when required Form 80380 or Form 8038GC, and(c)therefore can certify that the total Exempt Government Obligations issued to date in the current calendar year,including the Agreement,is less than$10,000,000 and hereby designates the Agreement as a[Qualified Tax Exempt Obligation pursuant to Section 265(b)(3)of the Internal Revenue Code of 1996,as amended. This Certificate is based upon facts,circumstances,estimates and expectations of the Lessee as of the date on which the Agreement was executed,and to the best ofmy knowledge and belief,as of this date,such facts,circumsta�u=and estimates are true and correct turd such expectations are reasonable. IN WITNESS NtWEREOF,I have executed and delivered this certificate as of the!Nay of 2003 . Secretary/Clerk COY at Hnmp'n,w rack 6ff0aua''3HFA-.UMa 23.2001 8 EXHIBIT D DESCRIPTION OF THE EQUIPMENT Equipment: Description of Equipment provided on Schedule i.attached hereto and made a part hereof. 18100 Goldenwest St. EQUIPMENT LOCATION: Huntington Beach, CA 92647 City of Huntingto ach,California By: Title: Di eCtor Ccmmunit ' ervices Connie Boardman, Mayor Date: June 24, 2003 City of Huntington Beach c„y.xww��erv<rrsr¢.a.ias�t�.�a;a 9 SCHEDULE. I . The following is a description of the soccerlhockey field package to be delivered and installed: Quan. All Eaulpment Supplied By CPF wth designated manufacturer: Itam . ANUFA TUR R: CPF&INTERS PORT TR61DE. G OUP MERALD GREEN POLYE TUR S STEM: (2) 100' x 215' (21,500 sq.ft X 2)Poiyethylene rubber Infill turf system Tatal Spor".s field coverage: 44,000 sq.ft. White iniald perimeter lines,polymer painted goal bores/circles ,2 uq RDA' I .doo tdoor G-.o-:�r C 6m d �r u .'� '"y C Atsn*n., Systa -P .d Ll � F OA, ,:...,... ;,:�w.... .d F,c;t:,.j.. o �, w, .,c. ,... r... ,�,.�r:, � :.,.a�,3 126011neal"- (100'x 215 x 103'x 215'x 2 field systems) MANUFAgTURSR: CPF/Ground zero Hockey Flooring, Canada (2) 85'x 185'Inilne hockey floor systems with Dasher Boards,Goals, Glass& Nets . Maple Gold Indoor/Outdoor Dasher Systems(2)systems MANUFACTURER: CPFICOCA COLA SPONSORED PREMIER ELECTRONIC SCOREBOARDS MANUFACTURER: CPF/COMBUSTION RESEARCH ENGINEERING-RADIANT HEATING SYSTEMJiS (16) Premium Outdoorlindoor Radiant Heat System: 16 units-20'single burner gas-Omega II 210'length of hesting-Portable mount Over player boxes and smell spectator area of each field (can be building mounted when pavilions are installed) MANUFACTURER: CP>=ISTEEL STRUCTURES Modular Sitstems. Sliverton. oreaon : $92.500 manufacture mst (1) 36'x 55' (1980 sal.ft.)Modular,Portable Clubhouselrestrooms,leoncessions Built to UBC&Czilfornia con-i erclal code and approved by Comm.5er.vloes Dkeelor Including:- Interior finish,carpeting,lighting fixtures,interior wallsl standwd heat and A/C Handicap access ramps,man A women restroorns to ADA standards reception counts s and management office-Deliveredleet up-Landsceped,clg;naga CPFiABC C04+ MERCIAt BATTING CAGE SYSTEMISELECT CONTRACTING SERVICES: 9 Sta/'.lon System-B dual machines,3.standard. includes turnkey installation from ground up-ranorete,fertcing,n--Mng, ball retrieval, 9 batting stations,nine W=hing machines.Coln Operated MANUFACTURER: CPF/JAYPRO ALUMINUM BLEACHERS (12 SECTIONS) 15'ALUM. Bleachers-5 Row System with safety railings-Optional sunlrain seating covers INSTAL. TIC Il QN SERVICES: _ CPFIGROUND ZERO/EMERALD GREENIINTERSPORT SG INSTALLATION CPF/Emerald Green PolyE Turf-4 man crew x 4 days x 2 fields CPF/InterSport Trade Group-"Sof<Board"portable Border System,soccer goals,field lining CPF/Lighting system Installed by Community Parks Foundation with Iozal electrical contractor CPF/Ground Zero hockey systems-4 man crew CPF/Batting cage Installation crew with ABC supervisor and Select Contracting,Bolse,Idaho TOTAL COST OF SPORTS SYSTEMS $826,438 TOTAL COST SITE & UTOUTY PREPARATION AND CONSTRUCTION: $225,400 10% CONTINGENCY $105,000 TOTAL CPF FINANCE PACKAGE REQUIREMENT $1,169,938 Page I of 2 SCHEDULE I . . r ' Items To Be Included In_Phase 2—Valley Crest Feature Quantity Unity Unit Price Sub-Total Entry Colored Concrete 750 SF $20.00 $15,000.00 .Flatwork(4" grey concrete) Sandblasted and Saw 31,855 SF $4.00 $127,420.00 Cut Decomposed Granite 40,DOD SF $1.50 $60,000.00 Tree Grate installation 15 EA $200.00 $3,000.00 Irrigation 80,000 SF $1.50 $120.000.00 Shrubs 1 IA $32,000.00 $32,000.00 Palms 24 EA $3,500.00 $84,000.00 'gees-15 Gallon 143 EA $150.00 $21,450.00 Mulch,Root Barriers, Staking, Soil Amendments 1 FA $35,000.00 $35,000.00 DG Path Demo 6,000 SF $2.00 $12,000.00 Fencing 1 EA $30,000.00 $30,000.00 Entry Pilasters Per Detail B/L-9 4 EA $2,150.00 $6,600.00 Electrical & Musco Lights 1 EA $229,000.00 $229,000.00 Overhead 4 MO $35,000.00 $140,000.D0 15% Mark-up 1 EA $917,470.00 $137,620.50 TOTAL- $1,055,090.50 Contingency Funds @ 10% $105;509 Supplemental Funds @ 5% 52,754 TOTAL $1,213,353 Page 2 of 2 , EXHIBITOPENTA! PAYMENT SCHEDULE i Lessee: City-of Huntington Beach, CA - ( essor. Saulsbury Hill Financial Bate: 4.47% Agreement Date: May 30, 2003` Purchase pa ment Number Date Payment interest Principal Price"° 1 December 30, 2003 74,631.43 53,269.76 21,361.67 2,431,038.36 2003 Totals 74,631.43 53,269.76 21,361.67 2 March 30, 2004 74,631.43 26,248.17 48,363.26 2,380,961.68 3 June 30, 2004 74,631.43. 25,707.48 48,923.95 2,330,325.39 4 September 30, 2004 74,631.43 25,160.76 49,470.67 2,279,123.25 5 December 30, 2004 74,631.43 24,607.92 50,023.51 2,227,348.92 2004 Totals 298,525.72 101,724.33 196,801.39 6 March 30, 2005 74,631.43 24,048.91 50,682.52 2,174,996.01 7 June 30, 2005 74,631.43 23,483.65 51,147.78 2,12-2,058.06 8 September 30, 2005 74,631.43 22,912.08 51,719.35 2,068,528.53 9 December 30, 2005 74,631.43 22,334.11 52,297.32 2,014,400.80 2005 Totals 298,525.72 92,778.75 205,746.97 10 March 30, 2006 74,631.43 21,749.69 52,881.74 1,969,668.20 11 June 30, 2006 74,831.43 21,158.74 53,472.69 1,904,323.97 .12 September 30, 2006 74,631.43 20,561.18 54,070.25 1,848,361.26 13 December 30, 2006 74,631.43 19,956.94 54,674.49 1,791,773.16 2006 Totals 298,525.72 83,426.55 215,099.17 14 March 30, 2007 74,631.43 19,345:98 55.285.47 1,734,552.70 15 June 30, 2007 74,631.43 18,728.14 55,903.29 1,676,692.80 16 September 30, 2007 74,631.43 18,103.42 56,528.01 1,618,188.31 17 December 30, 2007 74,631.43 17,471.72 57,159.71 1,559,025.01 2007 Totals 298,525.72 73,649.24 224,876.48 18 March 30, 2008 74,631.43 16,832.96 57,798.47 1,499,204.59 19 June 30,2008 74,631.43 16,187.06 58,444.37 1,438,714.67 20 September 30, 2008 74,631.43 15,533.95 59,097.48 1,377,548.78 21 December 30, 2008 74,631.43 14,873.53 59,757.90 1,315,699.35 2008 Totals 298,525.72 63,427.50 235,098.22 22 March 30, 2009 74.631.43 14,205.74 60,425.69 1,253,158.7B 23 June 30, 2009 74,631.43 13,530.48 61,100.95 1,189,919.28 24 September 30, 2009 74,631.43 12,847.68 61,783.75 1,125,973.09 25 December 30, 2009 74,631.43 12,157.25 52,474.18 1,061,312.32 2009 Totals 298,525.72 52,741.15 245,784.57 26 March 30, 2010 74,631.43 11,459.10 63,172.33 995,928.98 27 June 30, 2010 74,631.43 10,753.15 63,878.28 929,814.94 28 September 30, 2010 74,631.43 10,039.31 64,592.12 882,962.09 29 December 30, 2010 74,631.43 9,317.49 65,313.94 795,362.17 2010 Totals 298,525.72 41,569.05 256,956.67 30 March 30, 2011 74,631.43 8,587.61 66,043.82 727,005.81 31 June 30, 2011 74,631.43 7,849.57 66,781.88 657,887.59 32 September 30, 2011 74,631.43 7,103.28 67,528.15 587,995.95 Purchase Pa ment Number Date Payment Interest Prih4kI Price" 33 December 30, 2011 74,631.43 6,348.65 68,282.78 517,323.27 2011 Totals 298,625.72 29,889.11 268,636.61 34 March 30, 2012 74,631.43 5,585.59 89,045.84 445,860.83 35 June 30, 2012 74,631.43 4,814.00 69,817.43 373,599.79 36 September 30, 2012 74,631.43 - 4,033.79 70,597.64 300,531.23 37 December 30, 2012 74,631.43 3,244.87 71,386.56 226,646.14 2012 Totals 298,525.72 17,678.25 280,847.47 38 March 30, 2013 74,631.43 2,447.12 72,184.31 151,935.38 39 June 30, 2013 74,631.43 1,640.46 72,990.97 76,389.73 40 September 30, 2013 74,631.43 824.93 73,806.50 1.00 2013 Totals 223,894.29 4,912.51 218,981.78 Grand Totals 2,985,257.20 615,066.20 2,370,191.00 *Agreement Date is May 30, 2003. Interest shall begin accruing on June 30, 2003 which is the Agreement funding date. `*Purchase Price is after current payment has been made. Lessee: City ofHuntington Beach, CA` By: L$'VV�I.�Sc--1 tC c�'VI/i[�►- 1 Title: Mayor Date: July 1 , 2003 Lessor. Saulsbury Hill Financial, LLC. By: Title: Dater EXHIBIT F ACCEPTANCE CERTIFICATE To Lessor: Saulsbury hill Financial,LLC. 1614 15th Street—3rd Floor Denver,CO 80202-1304 In accordance with the terms of the Municipal Lease and Option Agreement dated May 30,2603(the"Lease")between Saulsbury Hill Financial,LLC.("Lessor"},and the undersigned("Lessee"),Lessee hereby certifies and represents to,and agrees with,Lessor as follows: 1. - The Equipment,as such term is defined in the Lease,has been deliveted and installed at the Eguipment Location specified in Exhibit D-Description of the Equipment to the Lease and accepted on the date indicated below. 2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. No Event of Default,as such term is defined in the Lease,and no event which with notice or lapse of time,or both,would become an Event of Default, has occurred and is continuing at the date hereof. Lessee: City of Huntington Beach,California By: Connie Boardman, Mayor Tstle: J�1 `c-��i7(Z � l�tti115ft Vlir +✓- VtC't< 5 City of Huntington Beach Date: co of Humanyal Bach Cddonuo5tffh.!.May z.2an 12 EXHIBIT G INSL"RANCE COVERAGE REQUIREIN1ENTS TO: Saulsbury Hill Financial,LLC. 1614 I5th Street—3rd Floor Denver,CO 80202-1304 FROM: City of Huntington Beach,California 2000 brain Street Huntington Beach,CA 92648 SUBJECT: I4SURAA'CE COVERAGE REQUIREMENTS 1. In accordance with Article VII1,Section 8.03 of the Agreement,we have instructed the insurance agent named below(please fi I I in name,address and telephone number) Marsh Risk & Insurance Services Attn: Susan Blanenburg One California Street San Francisco, 94111 (415) 743-7742 to issue: a. All Risk Physical Damage insurance on the Sensed Equipment evidenced by a Certificate of Insurance and Long Farm Loss Payable Clause naming Saulsbury Hill Financial,LLC.as loss payee. Coverage Required: Full Replacement Value b. Public Liability Insurance evidence by a Certificate of Insurance naming Saulsbury Hill Financial,LLC.and/or its assigns as an Additional Insured. Minimum Coverage Required: $500,000.00 per person S500,000.00 aggregate bodily injury liability 5100,000.00 property damage liability C. Rental Interruption and Loss of Use and Occupancy Insurance as enumerated in Article VIIi,Section 8.04 of the Agreement. OR 2. Pursuant to Article VI14 Section 8.03 of the Agreement,we are self-insured for all risk,physical damage,and public liability and Article Vlll,Section 8.04 of the Agreement,we are self-insured for rental payment abatement and loss of use of the Equipment in the amount and for the period enumerated in the Agreement. We will provide proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance. 3. Proof of insurance coverage will be provided prior to the time that the Equipment is delivered to us. City of Huntington Beach,California By: I �t Connie Boardnan , Mayor Dated: Lr /6 Y- City of Huntington Beach csly&E W,;V-a-.s,e.r+rwri&SrW?,-irwa,11 ins, 13 JUL.r_'D.C:0144 1:UVI"I'l MHKbH INU NU.4�1 F.2/4 rI A. MARSH ITWW4 ADN" j;4 IN Fj��. -TKk& .... .... Fr)ASAMA'TiER OE WFORU&TIOUONI V A%D"CONI ER.S.U0 a=C T&UP09-THE CMTWCA;rr&K0LDEROTKER THAN-TKOSF_PROVM9O_ IN THE POLICY.THIS CERTIFICATE DOES NOT AhA.END,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES LISTER HEREIN. PRODUCER COMPANY MARSH RISK&INSURANCE SERVICES I LLOYDS OF LONDON P,O.BOX 193880 SAN FRANCISCO.CA 94119-3880 CALIFORNIA LICENSE NO.0437163 102407-PE-AR-2003 INISURED LOAN NUMBER POLICY NUMBER CITY Of­HtffTWGTC*B H- i DPt&ft03¢1VDP20M3- 200D MAIN STREET HUNTINGTON BEACH,CA 92648 EFFECTIVE DATE IMMDDIYYI EXPIRATION DATE IMkVbbfVYj CONT UNTIL TERMINATED IF CHECKED THIS REPLACES PRIOR.EVIDENCE DATED: "R :1 44 -R� TAMP'a.m LOCATION I DESCRIPTION EQUIPMENT LEASE FOR SPORTS COMPLEX LOCATED 18100 GOLDENWEST STREET,HUNTINGTON BEACH,CA 92647. LEASE EXPIRES 09/30/13, f!1 N a 111,P"hi 1 WEI% EM' THIS 3 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED HEREIN HAVE BEEN ISSUED TO THE INURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED By THE POLICIES LISTED HEREIN 13 SUBJECT TO ALL THE TERMS,CONDITIONS AND EXCLUSIONS OF SUCH -POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE134PER11.8 FOaMS__. !AMOUW_QF_INSI'RANC;:(S)j DEnucrELF— COVERS; EQUIPMENT PER ATTACHI:D'SCHEDULE r 2,370,191 REaTALINTERRUPTION-AND-IORS OF USE I rD72j2& R %kolE.ki i 4."i-, The CartIfloate Holder is included aIS Loss Payee and Additional Insured as respecis lho abovo deacribed equipmentneass. SHOULD ANY OF THE POLICIES LISTED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE INSURER AFFORDING COVERAGE W 11-L ENDF-AVORTO-MAIL 30 --DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE,ITS AGENTS OR REPRESEN"I'ATIVES,OR THE ISSUER OF T"CERTWICATE. —T— -TF WITAI'M K.-I 215 W NAME AND ADDRCSS NATUIkE OF INTEREST ORrX Public Financing,LLC Attn:Ms.Use Lange MORTOAOEE 2600 Grand Blvd.,Suite 380 1 Kansas City,MO 64108 MARSH USA INC. SU m Wr I IT .. �.�m", .. ; '. '. m M ;_6pT".j`Rj_2 5 0 3 !wv �j VALID AS N. 'T mrt ANV' r@ R!2. llv.el Ad, eAl JUL.tD.CkJVJJ i•tGri•i i'ihirc5n ll Il IVU.4C1 r.�� + , T4t��o o clrK�is$deaCrl�tior�of�ttta saacerl�iockey 4ield package-teAwdeFFvefed-and-Wate led: tra± NI EgLAjament SUppiled Ry CPF iris deslaria tsm MANUFACVREn_CP.Fffj 4MTF$$P.QK. TRAQF—GROMrcfAFR& D GREEN PQLyg 7WEE SY91EW1: (2) 1t3t1'x 215' (21,500 sq.It X 2)Polyethylene rubber Infill turf system Total 8W.s flak!coverage: 44,000 sq.it. While Inlaid perlmarter Ines,palyrner palnW goal twurea/clrolas (2� "SOF-TROARA"- I cioutdox Grou:,d f;'laul a3 trl'#a:.ttoe Gya" —Por<e'�is- 1260 lineal feet(400'tt 215 x 100'x 216'x 2 field systems) MANUFACTURERi CPFMuod_,Ztro HooW Fl4Ltg.Canada .. (2) 65'x I06'Inlno hockey floor ayatems with Dasher Boards,Goals,Glass Nets rftpla Gold Indoor/Outdoor Dasher Systems(9)syeter•.rs NU •GPEJCQQ6 Q=-&P-0N$0RED..PREM1ER ELECTRONIC BCORESOAP.DB (4) k':tr.,�i sco.-rboerdri'ndrr/0,dd zr -PFI OMBU ON RESEARCH i 'ry (t61 Premium Outdoor/Indoar.ffadaentHsst_6ystW. 16 units-701 single burner gas-Omega 11 2i0'length of heating.Portable mount Over-pkWbores-and-sredl-epscLAorawa of aaclFAbu, (cm be building mounted where pwlliona are InetWied) MANUFACTURER; CP5/STE,E(,BTRUCTI:RES Modutar5)rafemo.Silverron.Oreaonw$91100 9nufsc;MQ 41) ]B'x SS' (1980 eq.ft.)Modular,Portable ClubhouWrestroome,lconenslons Stilt to LBC A Callfornle cormmardai trade and aopprwmd by-0orrlm-Services Glreftr_- Including:- Interior finish,carpeting,lighting fixtures,Interior walfal standard had and A/C Handicap access ramps,anon A warrten redrams to ADA standards reaept4an aoun:ero-snd rr nege:norlt a ics3 l�allveradlarrl nP`tsrraaaeped;ellpt . CPr/ABC WMMERCIAL SATT11,Q CAGE GYSTgMME,ECT Qgh0ACTINO$ERVIGEM-_. 0 Station Sya:ean-B dual machines,S standard. Inoludes lurnkay Inatallatloq from ground up-conwetrs,feaoing,rretflna, ball►ctdavak B baftir%mtaMons,nlrrs pWing_rnachineb�Cvin Opwtbd KW1LLrffi :QRFR_,CPFI ftQ 6LUMINUM HLE<&%%BS (12 SECTIONS) I V ALUM.Bleachers-6 Row System wth safety railinga-Optional sun/fain suing covem 'C N INSTALL6BoN CPi=/Emerald Orson PolyE Turf-4 man cm x 4 days x 2 fields WFArde parfftm&Owith..".Si3ftEDar&'!p rtable-BoWar- goWs,field flWAW VFILlghting system Installed by C*mTnudlty Packs Foundation w1th taaal elawtrira:l contractor DPF/Ground Zara Hockey vyalomv-4 man crew CP atlon drewvvMrASCSgRarvlaar eprdSelwt wdrwUr%,Bbltm,MW TOTAL GO&T OF-SPORT&-SYSTEMS--- TOTAL COST SITE&UTILITY PREPARATION AND CONSTRUCTION: $225,400 Ifte MPMENCY TaTAL-CPF F CF--FA►CKAGI*Rr-Qt..I :EU-EI T $ SS6r 3>!s Page I of 2 J UL.Gam.[YJL'1,7 1•iF7r"I`I i`IHI'C�!'1 ilVl, NU.4C-'1 H.4/4 SCHEDULE I . Items To B4.lnctudad4n Phase.2—hail"-Crest_ Femora Quantity Unit I unit F1ce Sub-Tolal Entry Colored Concrete 750 SF $20.00 $15 0U0.00 Fh3twk(9 B'eteDrcre*-Ssmdblestec vxIn Saw- ` Cut 31,855 3F $4.00 $127,420-00 Cacornposed Cranit@ 40,000 SF $1.50 $00,000.00 Tree Grate rnatalletron 15 EA $200.00 $3,000.00 trrt�attosr MY,= SF- $1.50 $120,000.00 Stntrlas 1-' 1�C r $37 OW.D0 $3Z,000.00 Pakrls 24 EA $3-.5-M.W W.007.M Traes lS Galfoa_ 10 EA $450.00- $2'r45M. - Wiic+i,.Roct Berslers,-S'aking..,S&Arnerida mtiL T. EA- W,000,00- $36ADD.-09- DG Path Derno 6,000 SF. $2.00_- F- 2 OAOAO Fencing 1 EA 830.000,00 $3U00,M Entry Pilasters per Detail B/L-9 4 EA $2,150.00 RIGOQ.Do Electrical&Musco Lights 1 EA $229.000,00 $229,000.00 Overhead 4 MO $35,000,00 $140.000.00 15%Mark-up 1 EA $917,470.00 $137,620.50 TOTAL. $1,035,D90.50 Contingency Funds C IV% $105,509 Supplernentat Funds Q 5% 52,754 TOTAO $i,213,353 Page 2 of 2 NOTICE OF ASSIGNMENT Saulsbury Hill Financial, LLC . (the "Assignor") hereby gives notice to City of Huntington Beach, CA ("Lessee") of an assignment by Assignor over to ORIX Public Finance,LLC(the"Assignee")in which(I) Assignor assigns to Assignee all of its rights,title and interest in and to that certain Municipal Lease and Option-Agreement dated as of May 30, 2003 (the "Lease"), between Assignor and Lessee; (II)Assignor assigns to Assignee all its rights in and to the Rental Payments and other amounts due or coming due under the Lease; (III) Assignor assigns to Assignee all of its rights title and interest in and to the Equipment described in the Lease;and(IV)Assignor assigns to Assignee all its rights,title and interest in and to the Escrow Agreement related to the lease and the Escrow Fund held thereunder. Lessee is instructed to pay and remit Rental Payments to: ORIX Public Finance,LLC P.O.Box 7247-0369 Philadelphia,PA 19170-2425 Saulsbury Hill Financial,LLC (Assignor) B Title Date June 30,2003 ACKNOWLEDGEMENT OF ASSIGNMENT The City of Huntington Beach, CA ("Lessee") hereby acknowledges receipt of the above Notice of Assignment and agrees to make all Rental Payments coming due under the Lease and all other amounts payable under the Lease to ORIX Public Finance,LLC City of Huntington Beach,CA (Lessee) By Title Mayor_ Date July 1 , 2003 14 Farm 8038-G Information Return for Tax-Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) Dreg No.1545.13723 Dep(Rev, November 2DDDJ ► See separate Instructions. Inu-nl Re or the Service Caution: if the issue i Intrnel Revena@ Service price is under 5700.a00, use Form 8038-GC. ' Reporting Authority If Amended Return,check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number City of iiuntington Beach,California 95-6000723 3 Number and street for P.D. box if mail is not delivered to street address) I Room/suite 4 Report number 2000 Main Street 3 001 5 City,town,or post office,state,and ZiP code 5 Date of issue Huntington Beach,CA 92648 May 30,2003 7 Name of issue I a CUSIP number Municipal Lease and Option Agreement 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephrrne number of offcer or legal represer.;atise Mr.Rick Amadril I ( 714 ) 536-5221 T e of Issue (check applicable box(es) and enter the issue rice) See instructions and attach schedule - 11 ❑ Education -: 1 12 ❑ Health and hospital , . . . . . . . . . . . . . . . . 12 13 ❑ Transportation . . . . . . . . . . . . . . . . . . . 13 14 ❑ Public safety. . . . . . . . . . . . . . . . . . 14 15 9 Environment(including sewage bonds) 15 2,370,191.00 16 ❑ )-lousing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 ❑ Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 ❑ Other. Describe ► 18 19 If obligations are TANS or RAINS, check box ► ❑ If obligations are BANS, check box ► ❑ 20 If obliplations are in the form of a lease or installment s51e, check box ► a Description of Obligations. Complete for the entire issue for which this form is be!r1q filed. (al Final maturity date (bi issue price (a)Stated redemption (d)Weighted i (e)Yield price at maturity average maturity 21 NIA $ 2,370,191.00 g NIA 10 ears 4.47 ry, Uses of Proceeds of Bond Issue (including underwriters'discount 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . 2z NIA 23 Issue price of entire 'issue(enter amount from line 21,column(b)) , , , , . , 23 NIA 24 Proceeds used for bond issuance costs(including underwriters' discount) , 24 NIA 25 Proceeds used for credit enhancement . . , . . . . . . . 25 i3IA 26 Proceeds allocated to reasonably required reserve or replacement fund , , 26 NIA 27 Proceeds used to currently refund prior issues . . . . . . . . , 27 NIA 28 Proceeds used to advance refund prior issues 28 NIA 29 Total (add lines 24 through 28) . . . .. . . . . . . . . . . . . . 29 NIA 30 Nonrefundin proceeds of the issue (subtract line 29 from line 23 and enter amount here). 30 NIA FOM Description of Refunded Bonds (Complete this part only for refunding bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded , . . ► NIA years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded , . . ► NIA _ years 33 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . ► NIA 34 Enter the date(s) the refunded bonds were issued ► NIA Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 . NIA 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(see instructions) 36a N/A b Enter the final maturity date of the guaranteed investment contract ► NIA V11111A 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units Val NIA b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the issuer ► _ _ _ _ _ _ , and the date of the issue ► 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . . . ► 39 if the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . , . . . . . . . . . . ► ❑ 40 If the issuer has identified a hedge, check box ► Under penalties of perjur I declare that I have examined tn:s return and accompenying schedules and statements.and to the lest of my kno-medge and belief.they ar �.G7R end Cdrtt�{2 1 C`"�.r /./j A Z i r tj Sign Here . ' �f �j nr�I tee, "t2v i C z S Signature of is s authorized represftwPA pate ,Type or print name and tine For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat.No 637735 Form 8038-G (Rev. 11-20co) UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS front and hack CAREFULLY A.NAME L PRONE OF CONTACT AT FILER jvptlonal) B.SEND ACKNOWLEDGMENTTO: (Name and Address) I L J THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1,O EBTOR'S EXACT FULL LEGAL NAME-insert only=debtor name(tea tbi-do rwt nhhrev ate a Wmh ne names Ia.ORGANIZATIOM'S NAME City of Huntington Beach,California OR th INOIV[DUAL'S LAST NAME FIRSTNAME WDOLENAME SUFFIX ic.MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 2000?fain Street Huntington Beach CA 92648 USA id.TAX ID#: SSN OR EIN JADVILINFORS 1e.TYPE OF ORGANIZATION I If-JURISDICTION OF ORGANIZATION tg_ORGANIZATIONAL ID 0.If any ORGANIZATION 9 5—6 0 0 0 7 2 3 DEBTOR 1City I NONE 2.ADDITIONAL DEBTORS EXACT FULL LEGAL NAME-insert only 02 debtor name(2a or 2b)-do not abbreviate or combine names 2a.ORGANIZATION's NAME OR 2b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c.MAILING ADDRESS CITY STATE 1POSTAI-CoDE COUNTRY 2d.TAX ID p: SSN OR EIN A]D'L INFO RE 12e.TYPE OF ORGANIZATION ;2f.JURISDICTION OF ORGANIZATION 2g.ORGANIZATIONA-ID a,A any ORGANIZATION DEBTOR NONE 3.SECURED PARTY'S NAME(or NAM=of TOTAL ASSIGNEE of ASSIGNOR SIP)-insert only pyt searrod Party name(3e or 3b) 3a.ORGANIZATION'S NAME OR 30.INDIVIDUAL'S LAST NAME FIRSTNAME - MIDDLE NAME 'SUFFIX 3c.MAILING ADDRESS CITY 9TA7E POSTAL CODE COUNTRY 4.Th;B FINANCING STATEMENT covers the fcflomng cVlateral: Filing pursuant to a Municipal Lease and Option Agreement dated May 30,2003 between the City of Huntington Beach, California("Lessee")and Saulsbury Hill Financial,LLC.("Lessor")with Assignment to the above Secured Party. Equipment further described on Schedule I.attached hereto and made a part hereof. S.ALT2RNATIVEDESIGNATION Eifapplicable]: L=SSZ=!LESSOR CONSIGNm-ECONSIGNOR BAILEEIBAILOR SELLERIBUYER I JAG.LIEN NOY-UCC PILING riles to ae 1119a of recor (or recoroe i i"f a--.A- LonaC 1. NAL F� I loon a IOrs) AG Debtcfa Oeb'or 1 Debtor 2 ESTATE aECR In:A tl ntl m E' 8.OPTIONAL FILER RPERErCE D A Signature: City of Huntington Beach,CaliforniaIla,,t� FILING OFFICE COPY ATIONAL UCC FINANCING STATEMENT(FORM UCC I)(REV.07/29198) Connie Boardman, Mayor City of Huntington Beach SCHE�JLLE T_ . The following is a description of the soccerlhockey field package to be delivered and 'nstalled: Quan. All Ecl.:lome��t Supplied By CPF with desiprated Manufacture. Item — MANUFACTURER: CPF& INTERS O T TRADE. GROUEEMERALD GREEN POLYE TURF SYSTEM: (2) 100' x 215' (21,500 sq.ft X 2)Polyethylene rubber InfilI turf system Total Sports field coverage: 44,000 sq.ft. White Inlaid perimeter lines,polymer painted goal bores/circles (2) "SOFTBOARD" Indozr/outclaor Ground I14ou:st=d BoM-n;a y Rem::.lan Syet,:ties-PCV k )ia 1260 lineal feet(100'x 215 x 100'x 215'x 2 field systems) MANUFACTURER: CPF/Ground Zero Hockey Flooring, Canada (2) 85'x 185'Inline hockey floor systems with Desher_Boards,Goals,Glass P.Nets Maple Gold Indoor/Outdoor Dasher Systems(2)systems L4ANUFACTURER: CPF/COCA COLA SPONSORED PREMIER ELE=ZONIC SCOREBOARDS (t) 1.1�," ww vvvuv,.~.-•Leda-irsd:.:.rlQ:atdosr MANUFACTURER: CPF/COMBUSTION RESEARCH ENGINEERING-RADIANT HEATING SYSTEMS (16) Premium Outdoor/Indoor Radiant Heat System: 16 unfts-2D'single burner gas-Omega II 210'length of heating-Portable mount Over player bores and small spectator area of each field (cars be building mounted when pavilions are Installed) fi,AANUFACI'URER; CPF/STEEL STRUCTURES Modular Systems, Silverton,OregaP: 2a2.5D0 ma factura cast (:) 36'x 5F (1480 sq.ft.)Modular,Portable Clubhouselrestroorns,lconcesslons Built to UBC&Ca9Sfornla commercial code and approved by Comm.Services Director Including: Interior finish,carpeting,Iighling finturea,Interior walisl standard heat and A/C Handicap access ramps,men&women restrooms to ADA standards reaaption counters and management office-Deliveredleet up-Landsce.ped,signaga CPF/ABC COMMERCIAL BATTING CAGE SYSTEM/SELECT CONTRACTING SERVICES- S Ste ion System-6 duel mae!slines,3 standard. Includes turnkey Installation from ground up-concrete,Fencing,netting, ball retrieval,8 treb@ng saa:bons,slice pitching machines.Coin Oper amd MANUFACRER;_CPFI,IAYPRO ALUMINUM BLEACHERS '(12 SECTIONS) 15-ALUM. Bleachers-5 Row System with safety railings-Optional sun/re;n eating Lovers INSTALLA�SERVICES - CPF/GROUNC?�MERALD GREEN/INTFRSPORT SG,INSTALLATION CPFIEmerald Green PolyE Turf-4 man crew x 4 days x 2 fields CPf=/lnterSport Trade Group-"SoftBoard"portable Border System,soccer goals,field lining CPF1Uglt:€ng system Insttafted.by Community Pa:ks Foundation with local electrical contractor CPFlGround Zero Hookey systems-4 man crew CPF/Batting cage Installation crew with ABC super►.►Isor and Select Contracting,Boise,Idaho TOTAL COST OF SPORTS S SYSTEMS $82S,438 TOTAL COST SITE & UTILITY PREPARATION AKD CONSTRUCTION: $225,400 10% CONTWGENCY $1G5,030 TOTAL CPF FINANCE PACKAGE REQUIREMENT $1,158,338 Page l of 2 SCHEDULE I . Items To Be Included In Phase 2—Valley Crest Feature Quantity j Unit Unit Price Sub-Total Entry Colored Concrete 750 SF $20.00 $15,00D.00 Fla_twork(4 grey concrete) Sandblasted and Saw 31,855 SF $4.00 S127,420.00 Cut Decomposed Granite 40,000 SF $1.50 $60,000.00 Tree Grate installation 15 EA $200.00 $3,000.00 Irrigation 80,000 SF $1.50 $120,000.00 Shrubs 1 EA $32,000.D0 $32,000.00 Palms 24 EA $3,500.00 $84,000.00 Trees-15 Gallon 143 EA $150.00 $21,450.00 Mulch,Root Barriers, Staking, Soll Amendments 1 EA $35,000.00 $35,000.00 DG Path Demo 6,000 Si: $2.00 $12,000.00 Fencing 1 to $30,000.00 $30,000.00 Entry Pilasters Per Detail B/L-9 4 EA $2,150.00 $8,600.00 Electrical & Musco Lights 1 EA $229,000.00 $229,000.00 Overhead 4 MO $35,000.00 $140,000.00 15% Mark-up 1 EA $917,470.0D $137,620.50 TOTAL- $1,055,090.50 Contingency Funds @ 10% $105,509 Supplemental Funds @ 5% 52,754 TOTAL $1,213,353 Page 2 of 2 UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS front and back CAREFULLY A.NAME&PHONE OF CONTACT AT FILER[optionaq B.SEND ACKNOWLEDGMENT TO: (Name and Address) I THE ABOVE SPACE 1S FOR FILING OFFICE USE ONLY- 1.DEBTORS EXACT FULL LEGAL NAME-inserlonlygn debtor name(1e or 1b)-do not abbrevlate or wmbine names 1 a.ORGANIZAT10N'S NAME City of Huntington Beach,California OR 1b.INDIVIDUAUS LAST NAME FIRSTNAµE MIDDLE NAME SUFFIX 1c.MAIUNG ADDRESS CITY STATE POSTAL CODE Coui!FR 2000 Main Street Huntington Beach CA 92648 USA 1d.TAX ID A: SSN OR FIN ADB'L INFO Rc tie.TYPE OF ORGANIZATION 111.J'SRISDICTIONO=ORGANIZATION 1B.ORGANIZATIONAL iO p.A any ORGANIZATION ' DEBTOR City I INONE 2.ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-Insert only ppp dablor name(2a or 2b)-do nol aobreviais or combine names 2L ORGANIZATIONAS NAME OR 2b.INDIVIDUAL'S LAST NAME FIRSTNAME MIDDLE NAME SUFFIX 2c.MAILING ADDRESS CITY STATE �POSTALCCDIE COUh7RY 2d.TAX ID N: SSN OR EIN JADULINFOR8 12a.TYPE Or'ORGANIZATION A JURISDICTION OF ORGANIZATION 2q.ORGANIZATIONAL ID N,if any ORGANIZATION DEBTOR NONE 3.S ECU RED PARTY'S NAME(or NAME of TOTAL ASSIGNEE ar ASSIGNOR SIP)-insets only=secured parry name(3e or 3b) 3a.ORGANIZATION'S NAME - OR 3b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3e.MAILING ADDRESS CITY STATE JPOSTALCODE COUNTRY 4•Thls FINANCING STATEMENT cavera the follow ng eallaleral: Filing pursuant to a Municipal Lease and Option Agreement dated May 30,2003 between the City of Huntington Beach, California("Lessee")and Saulsbury Hill Financial,LLC.("Lessor")with Assignment to the above Secured Parry. Equipment further described on Schedule I.attached hereto and made a part hereof. 5,ALTERNATIVE DESIGNATION of applicable). LESSEElLESSOR I 1coNsiGNEE/r_ONSIGNOR BAILEEMAILOR SELLER/BUYER AG.LrEN NON UCCFILING ha Ile [tor rear or recorclacil in nec Io cn eo:or sf LIJSTATE q ed rrf I A I I NA Fc ippionall Lj All Debtors Debtor 1 Debrcr 2 g,OPTIONALFILER "MN EDAT Signature: ±;�tty of Huntington Beach,California FILING OFFICE COPY716NAL UCC FINANCING STATEMENT(FORM UCC1)(REV.137129f9% Connie Boardman , mayor City of Huntington Beach 'i SCHEDULE I . k f ! The following is a description of the soccer/hocl:ey field package to tee delivered and installed: Quan, All Equipment Supplied ay CPF w h designated Manufacturer. Iterrl MANUFACTURER: CPF&1NTERSPORT TRADE. GROUPIEMERALD GREEN POLYE TURF SYST;:M: (2) 100' x 215' (21,500 sq.ft X 2)Polyethylene rubber Inflli turf system Total Sports field coverage: 44,090 sq.ft. White Inlaid parimater lines,po!yrner painted goal baxes/circles (2) ���A.�ii� FrR��T !.i.�..vvilou Wvvr er-ow�:idw 1.1-L l .I irown..ft y."Re!e�nt!0n..J�.�vri,3��Pcittabr.s ! 1250 !lnea!feet(100'i;215 x 10f1'x 215'y:2 field systems) �.�. MANUFACTURER: CPF/Ground Zero Hockey Flooring.Canada (2) 85,x 155'inline hockey floor systems with Dasher Boards,Goals,Glass& Nets - Maple Gold I:idoor/Outdoor DeBher Systems(2)systems MANUFACTURER: CPFICOCA COLA SPONSORED PREKIIIER ELECTRONIC SCOREBOARDS MANUFACTURER: CPF/COMBUSTION RESEARCH ENGINEERING-RADIANT"HEATING SYSTEIUIS (16) Preirdum Clutdoor/Indoor radiant Heat System: IS unlit-23'single burner gas-Omega 11 213'I:ngrib of haW. ng-Pa:able mount over;player borms and small spectator area of each field (care be building mounts ed when par Mons are Installed) rv1A,wFACTURER: CPF/STEEL STRUCTURES Modular Systems, Silverton,Oreoon: a e2.500 manufacture Cost 0) 36,x 55' (1980 sq, kriodular,Porta,5se Clubhouse/restroorns,/co:icessiors Built to UBC&Califforhls conirnerclaf coal_and epproved by Com. m.Services D'lre��r Including:' Interior RnIsh,carpatIng,IlghNng flrtures,Interior walls/standard hewt and A/C Handicap access ramps,men A women restrooms to ADA standards .r=op:lon counters and rinanager.narta of as-De"Ilvered/set up-Landsceped,signage CpFIABC COMMERCIAL BATTING CAGE SYSTEM/SELECT SYSTEWVSELECT CONTRACTING SE VICES• g S:e.ion Sylstere-5 dual machines,3 standard. Includes turnkey Instal!&lion from ground up-concrelm,fencing,nel-41:1g, ball ratrie►al, a hztNng.s°a':lons,Wne p:trhing-nachk[_s.Coin Operm(omd MANUFACTURER: CPF/JAYPRO ALUMINUM BLEACHERS '(12 SECTIONS) ^,5'ALUI-A. Bleachers-5 Row System with safety railings-Optional suntrain seating covers INSTALIATIQN SERVICES: __CPF/GRDUNl7 Z-ROIEMERALD GREEN/INTERSPORT SG INSTALLATION CPFIEmeraid careen Po!yE Turf-4 man crew k 4 days x 2 fields CPFllnterSport.Trade Group-"SoftBoard"portable Border System,sourer goals,field I In!ng CPF/Llg,hting systern Installed by Community Perlis Foundation with local elsrtrical contractor CPF/Ground Zero Hockey systems-4 man crew CPF/Batting cage Installation crew wl•.h ABC supemisor and Select Contracting,Boise,Idaho TOTAL COST OF SPORTS SYSTEMdS $828,438 T07AL COST SITE & UTPLrIFY PRE6PARAMN AND CONSTRUCTION: $225,400 TOTAL CIF FINANCE PACKAGE REQUIREMENT $1,1581838 Page I of 2 SCHEDULE I . , h Items To Be Included In Phase 2—Valley Crest Feature Quantity Unit Unit Price Sub-Total Entry Colored Concrete 750 SF $20.00 S15,000.00 Flatwork(4" grey concrete) Sandblasted and Saw 31,B55 SF $4.00 $127,420.00 Cut Decomposed Granite 40,000 SF $1.50 $60,0b0.OQ Tree Grate Installation 15 EA $200.00 $3,000.00 Irrigation 80,000 SF $1.50 $120,000.00 Shrubs 1 EA $32,000.00 $32,000.00 Palms 24 EA $3,500.00 $84,000.00 Trees-15 Gallon 143 EA $150.00 $21,450.00 Mulch, Root Barriers, Staking, Soil Amendments 1 EA $35,000.00 $35,000.00 DG Path Demo 6,000 SF $2.00 $12,000.00 Fencing 1 EA $30,000.00 $30,000.00 Entry Pilasters Per Detail B/L-9 4 EA $2,150.00 $8,600.00 Electrical& Musco tights 1 EA $229,000.00 $229,000.00 Overhead 4 MO $35,000.00 $140,000.00 15% Mark-up 1 EA .$917,470.00 $137,620.50 TOTAL: $1,055,090.50 Contingency Funds @ 10% $105,509 Supplemental Funds @ 5% 52,754 TOTAL $1,213,353 Page 2 of 2 ESCROW AGREEMENT • LESSOR: Saulsbury Hill Financial,LLC. ESCROW AGENT: Union Bank of California,\.A. 1614 I5th Street—3rd Floor 120 South San Pedro Street,Suite 400 Denver,CO 80202-1304 Los Angeles,CA 90012 LESSEE: City of Huntington Beach,California 2000 Main Street Huntington Beach,CA 92648 THIS ESCROW AGREEMENT is made as of May 30,2003,among Saulsbury Hill Financial,LLC.("Lessor"),City of Huntington Beach,Cal ifomia("Lessee"), and Union Bank of Califomia,N.A. (the"Escrow Agent"). Lessor and Lessee have heretofore entered into that certain M t r:cipal Lease and Option Agreement dated as of the date hereof(the"Agreement"). The Agreement c nt-c latcs that certmin E ni melt described herein the"E ui scat"`is to be acquired fram:hc zridor's);r ma,.ufacrarerls)theresf. ii�u q p u , (. q ai' .� ucy u,l 1 `�l After acceptance of the Equipment by Lessee,the Equipment is to be leased by Lessor to Lessee pursuant to the terms of the Agreement. On or subsequent to May 30,2003 as is determined to the mutual satisfaction of the parties(the"Closing Date").Lessor shall deposit with the Escrow Agent cash in the amount of $2,370,191.00(the"Escrow Fund"),to be held in escrow by the Escrow Agent on the express terms and conditions set forth herein. The Escrow Fund is to be applied to pay the vendor(s)or manufacturer(s)of the Equipment its invoice cost(a portion of which may,if required,be paid prior to final acceptance of the Equipment by Lessee). The Escrow Fund is to be held for the account and benefit of Lessee,and Lessee has granted to Lessor a security interest in the Escrow Fund. The parties desire to set forth the ternns on which the escrow is to be created and to establish the rights and responsibilities of the parties hereto. NOW,THEREFORE,in consideration of the sum of Ten Dollars(S1o.00)in hand paid,and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: I. Lessee hereby appoints Escrow Agent as its escrow agent,and Escrow Agent hereby accepts that appointment as escrow agent upon the terms and conditions set forth herein. The Escrow Fund shall be held for the account and benefit of Lessee and Lessor and all interest earned with respect to the Escrow Fund shall accrue to the benefit of Lessee and shall be applied as expressly set forth herein. To the limited extent required to perfect the security interest granted by Lessee to Lessor in the cash and negotiable instruments from time to time comprising the Escrow Fund,Lessor hereby appoints the Escrow Agent as its security agent,and the Escrow Agent hereby accepts that appointment as security agent,and agrees to hold physical possession of such cash and negotiable instruments on behalf of Lessor. 2. On the Closing Date,the Escrow Agent agrees to accept the deposit of the Escrow Fund by Lessor with the Escrow Agent,and further agrees to hold the amount so deposited together with all interest and other additions received with respect thereto in escrow on the express terms and conditions set forth herein. 3. The Escrow Agent shall at all times segregate the F;.row Fund into an account maintained for that express purpose,which shall be clearly identified on the books and records of the Escrow Agent as being held in its capacity 3:Escrow Agent. Securities and other negotiable instruments comprising the Escrow Fund from time to time shall be held or registered in the name of the Escrow Agent(or its nominee). The Escrow Fund shall not,to the extent permitted by applicable law,be subject to levy or attachment or lien by or for the benefit of any creditor of any of the parties hereto(except with respect to the security interest therein held by Lessor). 4. The cash comprising the Escrow Fund from time to time shall be invested by the Escrow Agent in such Qualified Investments(as hereinafter defined)as shall be specified by Lessee in written directions executed by Lessee from time to time as described in Schedule C;provided,however,that no investment shall bear a yield per annum greater than the yield per annum bome by the Agreement as calculated by the Lessor. The Escrow Agent will use due diligence to collect all instruments for the payment of money comprising the Escrow Fund and shall promptly notify the other parties in the event of dishonor. Interest or other amounts earned and received by the Escrow Agent with respect to the Escrow Fund shall be deposited in and comprise a part of the Escrow Fund. No investment shall be made that would cause the Agreement to be deemed to be an arbitrage bond within the meaning of Section 148(a)of the Internal Revenue Code of 1986,as amended,and Lessee agrees to deliver an arbitrage and tax certificate substantially in the form attached hereto as Schedule A. For the purpose of this paragraph 4,the term"Qualified Investments"means,to the extent the same are at the time legal for investment of the funds being invested: (i)direct general obligations of the United States of America;(ii)obligations,the timely payment ofthe principal of and interest on which is fully and unconditionally guaranteed by the United States of America;(iii)Certificates of Deposit that are insured by the Federal Deposit Insurance Corporation;and(iv)general obligations of the agencies and instrumentalities of the United States of America acceptable to Lessor;and(v)money market funds,whose investment parameters target investments in securities as described above in points(i-iv). Absent written direction,the Escrow Agent will invest the Escrow Fund in the Blackroek Provident Institutional Shares T-Fund,and the parties acknowledge that the Escrow Agent may render administrative services and receive additional fees from the administrator or distributor of said fund. 5. The Escrow Agent shall take the following actions with respect to the Escrow Fund: a. Upon receipt of written authorization and instructions from Lessor aid Lessee,which shall at a minimum consist of(a)the payment request form-Schedule B describing the items of Equipment for which payment is to be made,executed by Lessee and certified by Lessor,(b)the vendor(s)or manufacturer(s)' invoice(s)specifying the Equipment acquisition price of Equipment described in the payment request form, and (c)a UCC Financing Statement and/or Application for Certificate of Title covering the items of the Equipment,the Escrow Agent shall pay to the vendor(s)or manufacturer(s)of the Equipment payments then due and payable with respect thereto. " b. In the event that Lessor provides to thr Escrow Agent written notice of the occurrence of an event of default under the Agreement, the Escrow Agent shall thereupon promptly remit to Lessor the Escrow Fund C. Upon receipt by the Escrow Agent of written notice from Lessor that the Equipment acquisition price has been paid in full,the Escrow Agent shall apply the then remaining Escrow Fund,fir ,to all reasonable fees and expenses incurred by the Escrow Agent in connection herewith as evidenced by its statement forwarded to Lessor and Lessee;and,second,to prepay to Lessor rent payments due by Lessee to Lessor, to be applied to the Rental Payments under the Agreement at the sole discretion of Lessor as evidenced by Lessor's statement submitted to the Escrow Agent,unless Lessor,by written notice to Escrow Agent,authorizes Escrow Agent to pay any remaining amount in the Escrow Fund directly to Lessee. 6. Escrow Agent shall comply with any notice from Lessor and shall have no responsibility to determine the accuracy of the representations made therein nor compliance with the terms of any other agreement,including,without limitation,the Municipal Lease and Option Agreement. Further,the Escrow Agent shall not provide copies of any notices to the Lessee and shall disregard any objections made by Lessee with respect to notices received from the Lessor. 7. The reasonable fees and expenses,of the Escrow Agent incurred in connection herewith shall be the responsibility of Lessee. 8. The Escrow Agent shall have no liability for acting upon any written instruction presented by Lessor in connection with this Agreement which the Escrow Agent in good faith believes to be genuine. Furthermore,the Escrow Agent shall not be liable for any act or omission in connection with this Agreement except for its own negligence,willful misconduct or bad faith. The Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund as a result of the investment decisions(pursuant to Section 4,Qualified Investments),made by the Escrow Agent. 9. The Lessee hereby agrees to indemnify and save the Escrow Agent harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder,and which are not due to the Escrow Agerifs negligence or default" Indemnification for any tort shall be limited to the extent and in the amounts provided for by California law. Vo indem-Zication will be made under this Section or elsewhere in this Agreement for willful misconduct,negligence,or default under this Agreement by the Escrow Agent,its officers,agents,employees,successors or assigns. 10. The Escrow Agent may at any time resign by giving at least 30 days'prior written notice to Lessee and Lessor,but such resignation shall not take effect until the appointment of the successor Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition,the Escrow Agent may be removed at any time,with or without cause,by an instrument in uniting executed by Lessor and Lessee. In the event of any resignation or removal of the Escrow Agent,it successor Escrow Agent shall be appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor,Lessee and the predecessor Escrow Agent. Thereupon such successor Escrow Agent shall,without any further act or deed,be fully vested with all the trusts,powers,rights,duties and obligations of the Escrow Agent under this Escrow Agreement,and the predecessor Escrow Agent shall deliver all moneys and securities held by it under this Escrow Agreement to such successor Escrow Agent Lessor may at any time remove the Escrow Agent as the Escrow Agent under this Agreement upon written notice. Such removal or resignation shall be effective on the date set forth in the applicable notice. Upon the effective date of resignation or removal,the Escrow Agent will transfer the Escrow Fund then held by it to the successor Escrow Agent selected by Lessor. 11. This Escrow Agreement and the escrow established hereunder shall termutate upon disbursement by the Escrow Agent of all amounts contained in the Escrow Fund in accordance with Section 5a.or 5b.hereof. 12. All notices hereunder shall be in writing,sent by certified mail,return receipt requested,addressed to the other party at its respective address stated below the signature of such party or at such other address as such party shall from time to time designate in writing to the other patties;and shall be effective on the date of receipt. 13. This Escrow Agreement shall inure to the benefit ofand shall be binding upon the parties hereto and their respective successors and assigaL No rights or obligations ofthe Escrow Agent under this Escrow Agreement may be assigned without the prior written consent of Lessor. 14. This Escrow Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and no waiver,consent, modification or change of terms hereof shall bind any party unless in writing signed by all parties. IN WITNESS WHEREOF,the parties hereto have caused this Escrow Agreement to be duly executed under seal as of the day and year first above set forth Lessor: Saulsbury Hill Financial,LLC. Bv: Title: Principal Escrow Agent: Union Bank of California,N.A. By: Title: Lessee: City of Huntington Beach,California Bv: Title: an.FrttsRin"BwdLCIfifMT L9P.'v.IAUY23.3003 2 amounts provided for by California law. No indermiacarion Mil be made under this Section or elsew-here in this Agreement for willfEL misconduct,negligence,or default under this Agreement by the Escrow Agent,its officers,agent&,employees,successors or assigns. 10. The Escrow Agent may at any time resign by giving at least 30 days'prior written notice to Lessee and Lessor,but such resignation shall not take effect until the appointment of the successor Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition,the Escrow Agent may be removed at any time,with or without cause,by an instrument in writing executed by Lessor and Lessee. In the event of any resignation or removal of the Escrow Agent,a successor Escrow Agent shall bt:appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor,Lessee and the predecessor Escrow Agent. Thereupon such successor Escrow Agent shall,without any further act or deed,be fully vested with all the trusts,powers,rights,duties and obligations of the Escrow Agent under this Escrow Agreement,and the predecessor Escrow Agent shall deliver all moneys and securities held by it under this Escrow Agreement to such successor Escrow Agent. Lessor may at any time remove the Escrow Agent as the Escrow Agent under this Agreement upon written notice. Such removal or resignation shall be effective on the date set forth in the applicable notice. Upon the effective date of resignation or removal,the Fscmw Agent will transfer the Escrow Fund then held by it to the successor Escrow Agent selected by Lessor. 11. This Escrow Agreement and the escrow established hereunder shall terminate upon disbursement by the Escrow Agent of all amounts contained in the Escrow Fund in accordance with Section 5a.or 5b.hereof. 12. All notices hereunder shall be in writing,sent by certified mail,return receipt requested,addressed to the other party at its respective address stated below the signature of such pang or at such other address as such party shaii from time to time designate in writing to the other parries;and shall be effective on the date of receipt. 13. This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. No rights or obligations of the Escrow Agent under this Escrow Agreement may be assigned without the prior written consent of Lessor. 14. This Escrow Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof,and no waiver,consent, modification or change of terms hereof shall bind any party unless in writing signed by all parties. IN VL rINTESS WHEREOF,the parties hereto have caused this Escrow Agreement to he duly executed under seal as of the day and year first above set forth. Lessor: Saulsbury Hill Financial,LLC. By: Title: Escrow Agent: Union Ha k of Califgmi N.A.��}} By: Title: Alison T. Braunstein Assistant Vice res ent Lessee: City of Huntington Beach,California By: Title: L�YofE�.i,mgm @ncL GlifmbiaSHFh.1 atiY 21.20Gr z SCHEDULE B PAYMENT REQUEST FORM NO. 1 SECTION I-PAYMENT REQUEST Union Bank of California, N.A., Escrow Agent under the Escrow Agreement dated as of May 30, 2003 by and among said Escrow Agent, Saulsbury Hill Financial, LLC. ("Lessor"), and City of Huntington Beach, California ("Lessee"), is hereby requested to pay, from the Escrow Fund held under said Escrow Agreement, to the persons, firms, or corporations designated below as payee, the amount set forth opposite each such name, in payment of the invoice cost of the Equipment designated opposite such payee's name and account. The Equipment comprises all-or a portion of the Equipment described in the Description of Equipment -Exhibit D of the Agreement. Payee Amount Equipment The undersigned hereby certifies that the attached manufacturer's or dealer's invoice is a duplicate original or certified copy of the order, delivery and lescribed in this Payment Request Form. Dated: and Approved: City of Huntington Beach, California Hill Financial, LLC. Lessee By: _ By: Title: Title: SECTION U-P TIAL ACCEPTANCE If the above payment is a progress payment and if the payment is for less than all of the Equipment of the Description of Equipment - Exhibit D and is not the final payment with respect to the Equipment covered by the Description of Equipment -Exhibit D, then Lessee hereby acknowledges that the Equipment listed above has been delivered to, tested and inspected, and accepted by Lessee. Dated: 120 Received and Approved: City of Huntington Beach, California Saulsbury Hill Financial, LLC. Lessee Lessor By: By: Title: Title: NOTE - Please execute both of the above signature blocks if this is a Partial Payment and Acceptance of a portion of the Equipment. If this is the Final Payment with respect to the Equipment]Description -Exhibit D —Do Not Complete Section II. Please forward an executed Acceptance Certificate-Exhibit F city of wndnp e=ACaHfmtdLWWh--tWP)-a,moo 3 . a SCHEDULE A ARBITRAGE A-NTD TAX CERTIFICATE Mayor and t h e I, the undersigned, hereby certify that I am the Dir_ Admi n -SAKv; c4City of Huntington Beach, California ("Lessee"), and that in my official capacity as such officer, I am responsible for executing and delivering on behalf of Lessee the Municipal Lease and Option Agreement dated as of May 30, 2003, (the "Agreement"), by and between Lessee and Saulsbury Hill Financial, LLC. ("Lessor"). This Certificate is being issued pursuant to Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations, Sections 1.103-13, 1.103-14 and 1.103-15 (the "Regulations") The following facts, estimates and circumstances are in existence on the date of this Certificate or are reasonably expected to occur hereafter. 1. The Agreement provides for the lease of certain Equipment described in the Description of Equipment - Exhibit D thereto (the "Equipment") by Lessor to Lessee and the lease of the Equipment by Lessee from Lessor. Pursuant to the Agreement, Lessee is required to make Rental Payments with respect to the Equipment, comprising principal and interest, on the dates and in the amounts set forth in the Schedule of Payments -Exhibit E to the Agreement. - - 2. Pursuant to the Agreement and for the purpose of meeting its obligations under the Agreement and assuring Lessee of the availability of moneys needed to pay the cost of the Equipment when due, Lessee, Lessor and Union Bank of California NA as escrow agent("Escrow Agent") have executed an escrow agreement dated as of May 30, 2003, (the "Escrow Agreement"). 3. The Escrow Agreement provides that Lessor shall deposit $2,370,191.00 into escrow, to be credited to the Escrow Fund created by the Escrow Agreement and held, invested and disbursed with respect to the Equipment as provided therein. Interest earnings on amounts held in escrow shall be paid to the Lessee. 4. A contract dated as of April 03 , 2003 providing for the acquisition and delivery of the Equipment has been executed between Lessee and The Community Parks Foundation, Inc. and valley Crest , Inc . 5. The Equipment will be acquired and installed with due diligence and, based upon the provisions of the contract described in paragraph 4 hereof, the Equipment will be acquired and installed on or before November 30, 2003. 6. All of the spendable proceeds of the Agreement will be expended on the Equipment and related expenses within three years from the date of execution of the Agreement and Escrow Agreement. 7. The original proceeds of the Agreement, and the interest to be earned thereon, do not exceed the amount necessary for the purpose for which the Agreement is issued. 8. The interest of Lessee in the Equipment has not been and is not expected during the term of the Agreement to be sold or disposed of by Lessee. 9. No sinking fund is expected to be created by Lessee with respect to the Agreement and the Rental Payments. 10. Lessee hereby covenants to comply with all requirements of the Code and Regulations relating to the rebate of arbitrage profit to the United States of America. It is expected that all gross proceeds of the Agreement will be expended on the Equipment no later than the day which is six months after the date of issuance of the Agreement. 11. To the best of the knowledge and belief of the undersigned, the expectations of Lessee, as set forth above, are reasonable; and there are no present facts, estimates and circumstances which would change the foregoing expectations. 12. Lessee has not been notified of the listing or proposed listing of it by the Internal Revenue Service as an issuer whose arbitrage certificates may not be relied upon. WITNESS my hand this 4�+ —day of J tk"t 20 City of Huntington Beach, California Lessee 4 ' ci1Y��.-WMBftdtcollf"i 4 Connie Boa man . Mayor City of Huntington Beach SCHEDULE C INVESTMENT INSTRUCTIONS c:q afftmombe�ca rmit'slip/vA&W zs.wos 5 ORIX LESSEE QUESTIONNAIRE Please fax to your Lessee for completion and return to OPF at Fax #816-472-9121 . 1 . Does Lessee pay sales tax? -- Yes 2. Any special billing instructions? No 3. Purchase Order Number for reference on invoice? N/A 4. Equipment location address (if applicable): 18100 Goldenwest Street Huntington Beach, CA 92647 5. For General Questions (Insurance, etc.): Contact Name, Title, Telephone and Fax Numbers, Mailing Address: Karen Foster 2000 Main Street Huntington Beach, CA 92648 (714) 536-5589 6. For Billing Purposes: Contact Name, Title, Telephone and Fax Numbers, and Billing Address:." f Jim B: Engle, Director Community Services Department 2000 Main Street Huntington Beach, CA 92648 (714) 536-5495 (714) 374-1654 For the filing of UCC Financing Statements: Exact Legal Name of Organization. City of Huntington Beach Federal ID Number: 95-6000723 (7) June 2, 2003 - Council/Agen y Agenda - Page 7 F-3. (City Council) Approve Agreement with Community Parks,Foundation, Inc. (CPF) for Installation_of Equipment and Operation and Maintenance Services of Soccer. Hockey and Batting Facilities at HCP (Huntington Central Park Sports Complex= Approve (After Review by the City Attorney) a Municipal Lease/Purchase Agreement with Prime Funding Source, Inc. for Phase II Sports Systems — Approve Amendment to Valley Crest Construction Company Contract to Complete Site Preparation (600.10, 600.65) Communication from the Administrative Services Director, the Community Services Director, and the city's Special Project Manager. Recommended Action: Motion to: 1. Approve the Agreement between the City of Huntington Beach and Community Parks Foundation, Inc. for Installation of Equipment and for Operation and Maintenance Services of Soccer and Hockey Facilities at the Huntington Central Park Complex,-" and authorize execution by the Mayor and City Clerk upon receipt of the required insurance certificate approved as to form by the City Attorney;(600.10) and 2. Approve the allocation of$129,198 ($94,200 for NINIS Landscape Architects and $34,998 for six months consultant services of Community Parks Foundation) from the Park Acquisition & Development Fund, unappropriated fund balance into Central Park Sports Complex Construction Account#30187927.82200 for preparation of plans and specifications for Phase it improvements; (600.10) and 3. Authorize the Mayor and City Clerk to execute a lease/purchase agreement with Prime Funding Source, Inc. in substantially the same form as the attached sample .municipal lease and option agreement for $2,370,191 upon the review and approval of lease/purchase documents by the City Attorney for the acquisition and installation of the Phase II sports systems by Valley Crest Construction Company and Community Parks Foundation; (600.10) and 4. Approve an amendment to the Valley Crest Construction Company contract for $1,213,353 from the lease/purchase financing agreement with Prime Funding Source, Inc. to complete Phase If site preparation and installation; (600.65) and 5. Approve appropriation of$1,156,838 from the lease/purchase financing agreement with Prime Funding Source, Inc. for Community Parks Foundation to acquire and complete installation of Phase II sports systems. (600.10) Community Services Director Jim Engle presented PowerPoint report included in the agenda packet, which is amended by late Communication (adding 2 additional motions to the alternative action), as announced by the Assistant City Clerk. 1. #1-5 above approved 7-0; and 2. Amendments per Late Communication memo approved 6-1 (Sullivan— No)