HomeMy WebLinkAboutLetter of Agreement - O'Melveny & Myers - Civic Improvement � 7292057 ?_ 9 � 3
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SECRETARY OF STATE ° = `
I, BILL JONES, Secretary of State of the State of California,
hereby certify:
That the attached transcript has been compared with
the record on file in this office, of which it purports to
be a copy, and that it is full, true and correct.-
IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
i
JUL 0
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LU
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Secretary of State
FRUf lT FORM CI-107(REV.4/971
97 3501
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CERTIFICATE OF ELECTION T A;Z Y
TO WIND UP AND DISSOLVE
The undersigned certify that:
1. They are the President and Secretary, respectively, of the
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION, a corporation
organized pursuant to the general Nonprofit Corporation Law of the State of
California (HBPFC).
2. HBPFC has elected to wind up and dissolve.
3. The Directors of HBPFC are the only members of HBPFC. The election
to wind up and dissolve was made by the Board of Directors of HBPFC together with
the vote of a majority of the members voting on the election to wind up and dissolve.
We further declare, under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct of our own
knowledge.
Dated:
BUCK L. PERKINS, President
Huntington Beach Public Facilities Corporation
DAVID J. IL ON, Secretary
Huntington each Public Facilities Corporation
' OCF
4-IM
-JA f 44,
40062/27827
Or
005329
CERTIFICATE OF DISSOLUTION Or
The undersigned certify that:
5 1. They constitute a majority of the Directors now in office of the
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION, a corporation
organized pursuant to the general Nonprofit Corporation Law of the State of
California (HBPFC).
2. HBPFC has been completely wound up.
3. HBPFC's known debts and liabilities have been adequately provided for
by their assumption by the City of Huntington Beach, 2000 Main Street, Huntington
Beach, California.
4. The known assets of HBPFC have been distributed to the City of
Huntington Beach, a municipal corporation, being the person entitled thereto.
5. HBPFC is dissolved.
We further declare under penalty of perjury under the laws of the State of California that
the matters set forth in this Certificate are true and correct of our own knowledge.
Dated: �2�-�
BUCK L. PERKINS, Director
Huntington Beach Public Facilities Corporation
DAVID J. ON, Director
Huntington Beach Public Facilities Corporation
ME LE R. MC CORMICK, Director
Huntington Beach Public Facilities Corporation
40064/27827
STATE OF CALIFORNIA TAX CLEARANCE
FRANCHISE TAX BOARD PO BOX 1286 CERTIFICATE
RANCHO CORDOVA CA 95741- 1286
February 5 , 1998
EXPIRATION DATE : July 15 , 1998
`BOWIE , ARNESON , KADI , WILES 8 GIANNONE
JOAN C . ARNESON
4920 CAMPUS DRIVE
NEWPORT BEACH CA 92660
ISSUED TO : HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
Entity ID 0612329
This letter certifies that all taxes imposed on this corporation under
the Bank and Corporation Tax Law have been paid or are secured by bond
deposit or other security .
A copy of this Tax Clearance Certificate has been sent to the Office
of the Secretary of State . This original Tax Clearance Certificate
may be retained in the files of the corporation .
By the Expiration Date noted above , this corporation must have filed
the documents required by the Secretary of State to dissolve , withdraw
or merge . Requests for the appropriate documents must be directed to :
Office of the Secretary of State at 1500 11th Street , Sacramento , CA
95814 . The telephone number is ( 916 ) 657-5448 .
NOTE : If the required documents are not filed with
the Secretary of State prior to the Expiration
Date noted above , the corporation will remain
subject to the filing requirements of the Bank
and Corporation Tax Law.
FRANCHISE TAX BOARD
A copy of this letter has been sent to the Registry of Charitable Trusts .
BY J . LUCAS
Exempt Organization Unit
Corporation Audit Section
Telephone ( 916) 845-4767
OFFICp
cc : HUNTINGTON BEACH PUBLIC FACILI
OF S-`►-
' ::,, ��►ljpn,`ice.
EURCKW
lit
herebyI FOR
DEPARTMENT OF STATE
It is certified:
annexedThat the transcriptbeen • • e• with the REcom on file in my
office, of which it purports t• be a copy, and that the same is full, true and correct.
H. P. Sullivan, Secretary of State
Deputy Secretary of State----
4Y
612 1329
R S E D
ARTICLES OF INCORPORATION NOV 2 019/0
OF
HUNTINGTON BEACH 1-1• P. SULLIVAN, S^cretary of Stage
PUBLIC FACILITIES CORPORATION ey C. CSCAR JOHNsc�
Ceputy
I .
The name of this corporation is :
HUNTINGTON BEACH
PUBLIC FACILITIES CORPORATION
II .
The purposes for which this corporation
is formed are:
1. The specific and primary purpose for
which this corporation is formed is to render
assistance to the City of Huntington Beach by con-
structing or providing for the construction of
public buildings and structures including without
limitation, a city hall and library building and
to provide parking facilities for motor vehicles
in connection therewith, together with structures
and related facilities for the use, benefit and
enjoyment of the public, including ways of ingress
and egress and such other facilities and improve-
ments as are necessary or convenient for or incidental
to their use on a site or sites located in the City
of Huntington Beach.
2 . In order to carry out said purpose,
this corporation shall have the following powers :
(a) to incur indebtedness and in
connection therewith to issue bonds ,
debentures, notes or other evidences of
indebtedness ;
(b) to lease by. any lawful means any
real property owned by the City of
Huntington Beach and available for
such public purposes , to construct or
provide for the construction of said
buildings , structures and .facilities
thereon, and to lease such real property
as improved back to the City of Huntington
Beach.
(c) to assign, transfer, mortgage,
convey in trust, pledge and hypothecate
the leasehold estate created by any such
lease and the rentals payable to this
corporation under any such lease back as
security for any such bonds, debentures,
notes or other evidences of indebtedness ;
(d) to construct said buildings,
structures and facilities or to contract
with others for the construction of all or
portions thereof; and
(e) to exercise any and all rights
and powers which a corporation organized
under the General Nonprofit Corporation
Law of the State of California may now or
hereafter exercise.
III .
This corporation is organized by a group
of public spirited citizens for the sole purpose
of constructing or providing for the construction
of said buildings, structures and facilities as
a civic venture for and on behalf of the City of
Huntington Beach. This corporation shall never
engage in any business or activity other than
that necessary or convenient for or incidental to
the carrying out of the purpose set forth in para-
graph 1 of Article II hereof.
IV.
This corporation is organized pursuant
2 .
to the General Nonprofit Corporation Law of the
State of California. This corporation is not
organized for profit and no part of the net earnings ,
if any, of this corporation, either during its
existence or upon its dissolution, shall ever inure
to the benefit of any private shareholder or in-
dividual, or any director, officer or member thereof
and the property of this corporation is irrevocably
dedicated to charitable purposes . No substantial
part of the activities of this corporation shall
consist of carrying on propaganda, or otherwise
attempting to influence legislation, nor shall it
participate in, or intervene in (including the
publishing or distributing of statements) any
political campaign on behalf of any candidate for
public office. The property, assets, profits and
net revenues of this corporation are irrevocably
dedicated to the City of Huntington Beach; pro- .
vided, however, that until all indebtedness of this
corporation shall have been paid, such net revenues
may be used for the purpose of paying or calling
for redemption any bonds , debentures , notes or other
evidences of such indebtedness. Upon the dissolution,
liquidation or winding up of this corporation, or
upon abandonment, the assets of this corporation
remaining after payment of or provision for all debts
or liabilities of this corporation shall be distributed
to the City of Huntington Beach.
V.
The principal office for the transaction
of the business of this corporation is located in
the County of Orange.
VI.
The number of directors of this corporation
may be fixed by the By-Laws.
The persons who are directors of this corpo-
ration from time to time shall be its only members ,
and upon ceasing to be a director of this corporation
any such person shall cease to be a member thereof .
3 .
The members and directors of this corporation
shall have no liability for dues or assessments.
VII.
The names and addresses of the persons
who are to act in the capacity of directors of
this corporation until the selection of their
successors are as follows :
Name Address
Donald R. Hodgman 611 West Sixth Street
Los Angeles, California 90017
Stephen J. Stern 611 West Sixth Street
Los Angeles, California 90017
Fredric P. Sutherland 611 West Sixth Street
Los Angeles , California 90017
IN WITNESS WHEREOF,: for the purposes of
forming this corporation under the laws of the
State of California, we, the undersigned, con-
stituting the incorporators of this corporation and
the persons named herein as the first directors of
this corporation, have executed these Article of
Incorporation day of 1970.
D n R. Hodg an .
en ern
re ric �P. SutherWand7
4.
STATE OF CALIFORNIA )
SS.
COUNTY OF LOG ANrrLTG )
On this day of
1070 , before me, the undersigned, a Notary Public
of California, personally appeared DONALD R. HODMIAN ,
STEPHEN J. STERN and FREDRIC P. SUTHERLAND, known to
me to be the persons whose names are subscribed to
the foregoing Articles of Incorporation and acknow-
ledged to me that they executed the same.
WITNESS my hand and. official seal.
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OFFICIAL SEAL; is ~z�
GERTRUDE M. BRADLEY y
�l y NOTARY PUBLIC•CALIFORNIA B DE M. BRADLE m t �^+S'•^"�n PRINCIPAL OFFICEFICE I GERTRiJ
N
LOS ANGELES COUNTY Notary Public of California
My Commission Expires Jan. 20, 1973
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(S E A L)
I
5 .
BYLAWS
OF
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
ARTICLE I .
Principal Office
Section 1. Principal Office. The principal
office of the Corporation is hereby fixed and located
at Huntington Beach,
California. The Board of Directors is hereby granted
full power and authority to change said principal office
from one location to another in the County of Orange .
Any such change shall be noted by the secretary opposite
this section, but shall not be considered an amendment
of these Bylaws.
ARTICLE II .
Members
Section 1. Classification of Members . There
shall be but one class of members of the Corporation,
and the rights, powers and privileges of all members
shall be equal .
Section 2 . Qualification of Members;
Termination of Membership. The persons who are directors
of this Corporation from time-to-time shall be the only
members of the Corporation , and upon ceasing to be a
director of this Corporation such person shall also cease
to be a member.
Section 3 . Meetings of Members. Annual
meetings of the members shall be held at o 'clock
.M. on the of of each year at the
principal office of the Corporation or at such other place
within the County of Orange as may be designated by the
directors; provided, however, that should said day fall
upon a legal holiday, then any such annual meeting of
members shall be held at the same time and place on the
next day thereafter ensuing which is not a legal holiday.
Special meetings of the members may be called and held at
such times and at such places within the County of
Orange as may be ordered by the president, or by any vice
president, or by the directors , or by members holding not
less than two-fifths of the voting power of members .
Notice of all meetings of members shall be given by the
2 ,
secretary to each member not less than two days before
such meeting by mailing a copy of such notice to the
address of such members as it appears on the books of
the Corporation. Such notices shall specify the place,
the day and the hour of such meeting, and such other
matters, if any, as may be required by law.
Section 4 . Quorum. The presence in person or
by proxy of a majority of the members of the Corporation
shall constitute a quorum for the transaction of business
at any meeting of members.
Section 5. Adjourned Meetings and Notices
Thereof. Any members ' meeting, annual or special,
whether or not a quorum is present, may be adjourned from
time-to-time by the vote of the members present in
person or represented by proxy at such meeting , entitled
to exercise a majority of the voting power represented
thereat; but in the absence of a quorum no other business
may be transacted at such meeting. When any members '
meeting, either annual or special is adjourned for thirty
(30) days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting. Save as
aforesaid, it shall not be necessary to give any notice
3 .
of an adjournment or of the business to be transacted at
an adjourned meeting other than by announcement at the
meeting at which such adjournment is taken.
Section 6. Voting. The voting rights of the
members of this Corporation shall be equal . In the
election of directors each member shall be entitled to
cumulate his votes as set forth in Section 3 of Article II
of these Bylaws.
Section 7 . Property Rights . The members of
this Corporation shall have no property rights in the
assets of this Corporation , upon dissolution or
otherwise.
Section 8 . Action Without Meeting. Any action
which, under any provision of the California General
Nonprofit Corporation Law, may be taken at a meeting of
the members , may be taken without a meeting if authorized
by a writing signed by all of the persons who would be
entitled to vote upon such action at a meeting, and filed
with the secretary of the Corporation.
ARTICLE III .
Directors
Section 1 . Powers . Subject to limitation of
a .
the Articles of Incorporation, of the Bylaws , and of the
California General Nonprofit Corporation Law as to action
to be authorized or approved by the members , and subject
to the duties of directors as prescribed by the Bylaws,
all powers of the Corporation shall be exercised by or
under the authority of, and the business and affairs of
the Corporation shall be controlled by, the Board of
Directors. Without prejudice to such general powers,
but subject to the same limitations , it is hereby
expressly declared that the directors shall have the
following powers, to wit:
First -- To select and remove all the
other officers , agents and employees of the
Corporation, prescribe such powers and
duties for them as may not be inconsistent
with law or the Articles of Incorporation
or the Bylaws , fix their compensation and
require from them security for faithful
service.
Second -- To conduct, manage and control
the affairs and business of the , Corporation,
and to make such rules and regulations
therefor not inconsistent with law or the
5
P
Articles of Incorporation or the Bylaws,
as they may deem best.
.Third -- To borrow money and incur
indebtedness for the purposes of the
Corporation , and to cause to be executed
and delivered therefor, in the name of the
Corporation, promissory notes , bonds ,
debentures , deeds of trust, mortgages,
pledges, hypothecations or other evidences
of debt and securities therefor.
Fourth -- To appoint an Executive
Committee and other committees , and to
delegate to the Executive Committee any
of the power and authority of the Board
of Directors in the management of the
business and affairs of the Corporation,
except the power to adopt, amend , or
repeal Bylaws .
Section 2. Number and Qualification of
Directors. The authorized number of directors shall be
three (3) , until changed by amendment of these Bylaws
duly adopted by the members amending this Section.
6.
, . Section 3. Election and Term of office.
The directors shall be elected at each annual meeting
of the members ; provided (1) if any such annual
meeting is not held or directors are not elected
thereat, the directors may be elected at any special
meeting of the members held for that purpose, and (2)
if the authorized number of directors is increased by
an amendment to Section 2 of this Article, additional
directors shall be elected by the members at a special
meeting held at the time of, or as soon as possible
following , such amendment. Directors shall hold office
until their respective successors are elected. Election
of directors shall be by ballot if so demanded by any
member at any election before the voting begins;
otherwise,, the election may be by voice vote. Every
member shall have the right to cumulate his votes at
an election of directors and to give one candidate a
number of votes equal to the number of directors to be
elected multiplied by the number of votes which he is
entitled to cast, or to distribute his votes on the
same principle among as many candidates as he shall think
fit. The candidates receiving the highest number of
votes up to the number of directors to be elected shall
7 .
be elected.
Section 4 . Vacancies . Any vacancy in the
Board of Directors caused by the death or resignation
of any director, or in any other manner, may be filled
by a majority of the remaining directors or by a sole
remaining director. If the Board of Directors accepts
the resignation of a director tendered to take effect at
a future time, the Board shall have power to elect a
successor to take office when the resignation is to become
effective.
Section 5. Organization Meeting. Immediately
following each annual meeting of members the Board of
Directors shall hold a regular meeting for the purpose
of organization, election of officers , appointment of
committees and the transaction of other business. Notice
of such meetings is hereby dispensed with.
Section 6. Other Regular Meetings. Other
regular meetings of the Board of Directors shall be held
without call at o 'clock .M. on the
of or as otherwise provided by resolution;
provided, however, should said day fall upon a legal
holiday, then said meeting shall be held at the same
8 .
I
time on the next day thereafter ensuing which is not a
legal holiday. Notice of all such regular meetings
is hereby dispensed with.
Section 7 . Special Meetings. Special meetings
of the Board of Directors for any purpose or purposes
may be called at any time by the president, by any vice
president or by any two directors . Written notice of
the time and place of special meetings shall be delivered
personally to each director or sent to each director by
mail or by other form of written communication, charges
prepaid, addressed to him at his address as it is shown
upon the records of the Corporation or, if it is not so
shown on such records or is not readily ascertainable,
at the place in which the meetings of the Board of
Directors are regularly held. In case such notice is
mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company
in the place in which the principal office of the
Corporation is located at least forty-eight (48) hours
prior to the time of the holding of the meeting . In
case such notice is delivered as above provided, it
shall be so delivered at least twenty-four (24) hours
prior to the time of the holding of the meeting. Such
9 .
mailing, telegraphing or delivery as above provided
shall be due, legal and personal notice to such director.
Section 8. Notice of Adjournment. Notice
of the time and place of holding an adjourned meeting
need not be given to absent directors if the time and
place be fixed at the meeting adjourned.
Section 9 . Waiver of Notice. The transactions
of any meeting of the Board of Directors , however called
and noticed or wherever held , shall be as valid as
though had at a meeting duly held after regular call and
notice, if a quorum be present and if, either before or
after the meeting, each of the directors not present
signs a written waiver of notice or a consent to holding
such meeting or an approval of the minutes thereof. All
such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of
the meeting.
Section 10 . Quorum. A majority of the
authorized number of directors or two directors, whichever
number is greater, shall be necessary to constitute a
quorum for the transaction of business . Every act or
decision done or made by a majority of the directors
10 .
present at a meeting duly held at which a quorum is
present, shall be regarded as the act of the Board of
Directors unless a greater number be required by law
or by the Articles of Incorporation .
Section 11 . Action Without Meeting. Any
action required or permitted to be taken by the Board
of Directors may be taken without a meeting if all
members of the Board of Directors shall individually or
collectively consent in writing to such action pursuant
to Section 9503 .1 of the Corporations Code.
ARTICLE IV.
Officers
Section 1 . Officers. The officers of the
Corporation, who may also be directors , shall be a
president, a vice president, a secretary and a treasurer.
The Corporation may also have, at the discretion of the
Board of Directors , one or more additional vice
presidents, one or more assistant secretaries , one or
more assistant treasurers , and such other officers as may
be appointed by the Board of Directors. One person may
hold two or more offices , except those of president and
11 .
r.
secretary.
Section 2 . Election. The officers shall be
chosen annually by the Board of Directors and each shall
hold his office until he shall resign, be removed, or
otherwise disqualified to serve, or his successor shall
be elected and qualified.
Section 3. Removal and Resignation. Any
officer may resign , or may be removed with or without
cause by the Board of Directors at any time . Vacancies
caused by death, resignation or removal of any officer
may be filled by appointment by the Board of Directors ,
or by the president until such appointment by the Board
of Directors.
Section 4 . President. The president shall be
the executive officer of the Corporation and, subject to
the control of the Board of Directors , shall have
general supervision, direction and control of the
affairs of the Corporation. He shall preside at all
meetings of members and meetings of the Board of Directors .
Section 5. Vice President. In the absence
or disability of the president, the vice presidents in
12 .
-..:, .. order of their rank as fixed by the Board of Directors
or, if not ranked, the vice president designated by the
Board of Directors , shall perform all the duties of the
president, and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other
powers and perform such other duties as from time-to-
time may be prescribed for them respectively by the
Board of Directors or the Bylaws .
Section 6. Secretary. The secretary shall
keep at the principal office of .the Corporation a book
of minutes of all meetings of directors and members ,
with the time and place of holding, how called or
authorized, the notice thereof given, the names of those
present at directors ' meetings , the number of members
present or represented at members ' meetings, and the
proceedings thereof.
Section 7 . Treasurer. The treasurer shall
keep and maintain adequate and correct books of account
showing the receipts and disbursements of the Corporation,
and an account of its cash and other assets, if any.
Such books of account shall at reasonable times be open
13.
to inspection by any member or director. The treasurer
shall deposit all monies of. the Corporation with such
depositaries as are designated by the Board of Directors,
ant] shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, and shall render
to the president or the Board of Directors , upon
request, statements of the financial condition of the
Corporation.
ARTICLE V.
Miscellaneous
Section 1. Execution of Documents. The Board
of Directors may authorize any officer or officers, agent
or agents , to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation
and such authority may be general or confined to specific
instances; and, unless so authorized by the Board of.
Directors, no officer, agent or other person shall have
any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit or to
render it liable for any purpose or to any amount.
Section 2 . Inspection of Bylaws. The Corporation
14 .
shall keep in its principal office the original or a
copy of these Bylaws, as amended or otherwise altered
to .date, certified by the secretary, which shall be open
to inspection by the members at all reasonable times
during office hours .
Section 3. Annual Report. The annual report
referred to in Section 3006 of the Corporations Code of
California is expressly dispensed with.
Section 4 . Construction and Definitions .
Unless the context otherwise requires , the general
provisions, rules of construction and definitions contained
in the California General Nonprofit Corporation Law shall
govern the construction of these Bylaws .
ARTICLE VI .
Amendments
Section 1. Powers of Members. New Bylaws may
be adopted or these Bylaws may be amended or repealed by
the vote of members entitled to exercise a majority of the
voting power of the Corporation or by the written assent
of such members , or by the vote of a majority of a quorum
15.
at a meeting of members duly called for the purpose,
except as otherwise provided by law or by the Articles
of Incorporation.
Section 2 . Power of Directors . Subject to
the right of the members as provided in this Article to
adopt, amend or repeal Bylaws , any Bylaw other than a
Bylaw or amendment thereof changing the authorized
number of directors may be adopted, amended or repealed
by the Board of Directors .
16 .
I/
0020J JULY 27, 1989
PUBL/6,
Huntington Beach Public Facilities Corporation
Z INCORPORATED y 2000 Main Street • Post Office Box 190 • Huntington Beach, California 92648
NOVEMBER 27,1970
CAL IFORN�P
DATA SHEET
Meetings Held the Last i';ednesdav of the First Month of Each Quarter
Central Library Facility, Balboa Room, 7771 Talbert Avenue
Huntington Beach, California
PRESIDENT: VICE PRESIDENT: SECRETARY/TREASURER:
P;?r. Melvin J. Carpenter r:^r. Warren G. Hall Mrs. Lorraine Faber
6722 Gate Hill Circle 9381 Nantucket Drive 15271 Nottingham Lane
Huntington Peach, Ca. 92648 IIuntington Beach, Ca. 92647 IIuntington Beach, Ca. 92647
Term: 03/30/86 - 07/27/90 Term: 10/18/87 - 07/28/92 Term: 11/27/85 - 07/27/90
(714) 960-1462 (Home) (714) 962-3976 (Home) (213) 431-7040 (Work)
(213) 431-9440 (Work)
(714) 897-3994 (Home)
DIRECTORS:
Mr. Thomas W. West Mr. Michael K. Tierney
6032 Manorfield Drive 10171 Halawa Drive
Huntington Beach, Ca. 92648 Huntington Beach, Ca. 92646
Term: 02/12/86 - 07/28/92 Term: 11/30/88 - 07/27/91
(213) 985-9406 (Work) (714) 896-3329 (Work)
(714) 848-5786 (;Nome) (714) 963-8778 (Nome)
Mr. Floyd G. Belsito DJr. Peter deKay Dusinberre, Jr.
5382 Beck Circle 6942 Church Circle
Huntington Beach, Ca. 92649 Huntington Peach, Ca. 92646
Term: 04/26/89 - 04/29/92 Term: 04/26/89 - 04/29/92
(714) 848-3735 (Work) (714) 960-6858 (Work)
(714) 846-4747 (Home) (714) 960-4448 (Home)
Seven Member Corporation
CORPORATE ATTORNEY: TRUST OFFICER:
Ms. Joan Arneson P.-'r. Neil Barr
Bowie, Arneson, Kadi & Dixon Bank of America
4920 Campus Drive National Trust & Savings Assn.
Newport Beach, Ca. 92660 555 South Flower Street
(714) 8 51-13 00 Dept. 8510, 5th Floor
Los Angeles, Ca. 90071
(213) 228-4146
STAFF LIAISONS:
Pan T. Villella Shari Donoho
Assistant Secretary, I PP.FC Pecording Secretary, III?PFC
(714) 536-5228 (714) 536-5228
I- Ay�y1L
REQUEST FOR CITY COUNCIL ACT N _ q
G �� �t{/GCtL'�✓
Date August 7, 1989
Submitted to: Honorable Mayor and City Council Members APPROVED BY CITY COLTNCIL
Submitted by: Paul E. Cook, City Administrators 8-
ns C z �
Prepared by: Dan T. Villella, Director of Finance J � 4 da-
CITY vr.^ _ -
Subject: Reappointment of Directors for the Public Facilities Co oration Board ; m
rnYmrn
7�
Consistent with Council Policy? [X] Yes [ ] New Policy or Exception
r
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments:
Statement of Issue: At the regularly scheduled meeting of the Public Facilities Corporation
Board of July 26, 1989, the Board unanimously approved the reappointment of Mr. Thomas West
and Mr. Warren Hall.
Mr. West's term expired as of the July 26, 1989 meeting. Mr. Hall's term (Mr. Hall assumed
Mr. Joseph Garafalo's incompleted term) also expired at the aforementioned meeting. A
decision by the City Council approving or disapproving the reappointment of these Directors is
needed by September 5, 1989. No action by the City Council within 30 days of the notice of
appointment will result in the individuals recommended for the Board of Directors of the PFC
to be automatically approved.
Recommendation: Approve or disapprove the reappointment of these gentlemen as
recommended by the Public Facilities Board of Directors.
Analysis: The PFC Board of Directors, in an action taken July 26, 1989, selected to reappoint
Thomas West and Warren Hall to the City Council for consideration and approval. The City
Council may take action to approve or disapprove the candidate.
Under Article 5, Section 3, of the PFC By-laws, the City Council has the right to recommend
candidates to the PFC Board of Directors for their consideration.
Funding Source: No funds required.
Attachment:
1. Staff's letter to the PFC Council Liaisons dated May 24, 1989.
2. Applications of Mr. Thomas West and Mr. Warren Hall.
4578j
Plo 5185
FE CITY OF HUNTINGTON BEACH
INTER-DEPARTMENT COMMUNICATION
HUNTINGTON BEACH
To COUNCIL LIAISONS From DAN T. VILLELLA
TO THE PUBLIC FACILITIES CORP. Asst. Secretary, H.B.P.F.C.
Subject PROPOSED REAPPOINTMENTS Date MAY 24, 1989
Councilman John Erskine
Councilman Peter Green
Councilman Don MacAllister
At the next meeting of the Public Facilities Corporation, scheduled for July 26, 1989, the
terms of Mr. Thomas West and Mr. Warren Hall will expire.
Through a telephone vote conducted by the Board's Recording Secretary this date, it is the
unanimous concensus that the Board will reappoint these gentlemen to another term at the
aforementioned meeting. A Request for Council Action shall then be prepared for the
meeting of August 21, 1989 for Council's approval/denial of these directors. If approved,
Mr. West and Mr. Hall will both serve three year terms pursuant to the amended Bylaws of
the Public Facilities Corporation.
This information is submitted in advance of the action being taken for the your
consideration of these gentlemen for another term. I have attached, for your review and
convenience, copies of Mr. West's and Mr. Hall's applications.
f y
{: DAN T. VILLELLA
Director of Finance
DTV:skd
Attachments
S
3;
4571 j
` � B
City of Huntington Beach
k ' P.O. BOX 180 CALIFORNIA 82648
O} 1 ICI{ OF THE MAYOR
APPLICATION FOR APPOINTMENT TO CITIZENS COMMITTEES
BOARDS AND COMMISSIONS
Date of Application: ficz '?,. /� �'
Boards or Commissions Applied For: e��/�
Name �UL/r�` ��� 4 ��-5 7 Birthdate
First a last Month Day Year
Residence Address &3 Z /7"�r'� &�� �^ Residence Telephone
t/UJ 6C.Id-ei i
Business Address /-6'n,5 13_4ear--<` Business Telephone P/3
How long a resident of Huntington Beach %`V i�1 t -�s 2-
Occupation `/7�r��r� ��' �y� d%�j r�r SJ�cC tP a,,,l e✓S/ T�
Educational Background d D ''�'"emu Gl�nr�trs r ry —ig�n — AI'4."fe'w R
"D
Membership or License in Professional or Technical /Associations- 5C,",-c a s '01;z / 1�14..71-cl-
Gyl uuu N•���n /-acCcccfrc+YtcC� Ccy,t�ocrl�t� /��/Fcran��cc.�[c.c�i.�S 5.C.->,' /TSS�c cc� .FiS
Do you possess any special skills /&C07' y.-/ rcf �'cf�n� f C cr 5 /t.�z1� r/.!t 5 T/•[lcp 5,C
[ // Co •7/ .S N.CFrce i`:-Cho+,z...Tti.-Fit /,.✓ 1-4tlh�. !i7�cr�cc�v"71
Civic Interests
�7c•�:r/c/
Membership in Civic and/or Service Organizations
Availability (Indicate whether you would be available to attend meetings during the day, evening only, etc.)
Date Interviewed
PIO I i78 Appointed
Whr" do you wish to serve on a volunteer board or commission and how will your qualifications best
serve the needs of the community?
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It is the policy of the City Council to make appointments to citizens' committees, boards and commissions
on the basis of interest and qualifications of the applicant.
Information concerning a particular committee, board or commission is available from the Public Infor-
mation Office at 536-5511.
This application may be returned to the Office of the Mayor, P. 0. Box 190, Huntington Beach, or to the
Public Information Office,2000 Main Street,first floor of the Administration Building of the Civic Center.
` . .
' CurricuIun| vitae -/
TH0MAS W . WEST /
6032 MonorfinId 400 Golden Shore
Hunt i rig ton BoEIch , CO 92048 Long Beach , CA 90802
(714) 81�8-5786 ( 213 ) 590-5701
Married ' 4 Children , Excellent Health
E-d . D . , 1-11igh8r Education Ad0iniotrati0D ' Minor in Business
Administration , Indiana University , 1.970
. Ed . , Counseling , Westminster C0II8g8 , 1960
��
/\ 7v . B . , MmthematicS , Thiol C0II8gn , 1959
EXPERIENCE
Director, ivision of Information SVstems , The California State
University.: Responsible -F o r o v e r a 11 planning , coordination ,
implementation and management of the inf ormation resources
management program of this 19—oampun 316 , 000—Stud9nt, $l+
biIIi0n a year educational. Synt8rn; i0oolu8S Oo8raII ntratogi.0
pTanninQ , budgeting aOd manag8ment responsibilities for
t8IoCnmmuniCati0nn (u0iC8 , datm , video) , a cad omiC -computing mnd
administrative SyStomS ; inooTuon extensive interfaces with
Stat9 agencies , the Legislature , canDpun executives ,
administrators and faculty leadership; iDwoTo8s oversight and
coordination of a $70 million annual budget , a network of 50
computers and 600+ personnel . ( 1981—Prosent)
University Director, Information and Computer Services ,
Indiana Universit_V : Responsible for overall planning ,
(academic and administrative computing and word procossing) of
the eight—ra0puS , 80,000—stUd8nt university nynt8nD, involving a
$9 million computiDg budget and 250 management and professional
Staff personnel. , including overall leadership for d800T0p0ent
of a comprehensive , integrated management information Syat8Dn
and office automation ntrmtegy . ( 1973----l98l )
Adjunct Assistant Professor, Indiana University : Served on
tho faculty of i t S Departmant of Higher Education ; taught
graduate oominare ' served on thesis committees and participated
in faculty committooS . ( 1.973-1981. )
. . .
CurricuItill) UitZ�,8
1_110MAS W . HEST /
Home Off
6032 ManorfieTd 400 Golden Shore
Huntington Beach , CA 92048 Long Beach , CA 90802
(714) 848-5780 (213 ) 590-5701
Married , 4 Children , Excellent Health
Ed . D . , Higher Education Administration , Minor in 8uninooS
Administration , Indiana University , 1970
. Ed . , Counseling , Westminster College , 1966
y^ �� . B . , Mathematics , Thiel. College , 1959
EXPERIENCE
Director, Division of Information Systems , The California State
'```r`''`^~^` for ``~' a^^ r^~''''^''g ' ``~' ~^''~ `^~'' .
implementation and management 0f the inf0r[Oati0n resources
m anagomont program of this 19-campuo , 310 , 000-Stud8nt , $l+
biIIi0n a year 8ducationmI System; inooToao overall strmtogiC
planning , budgeting and managnm8nt responsibilities for
telecommunications (voice , data, uideo) , academic computing and
administrative SyotomS ; inoOTooS extensive interfaces with
state agencies , the Legislature , campus executives ,
administrators and faculty leadership; involves oversight and
coordination of a $70 Million annual budget , a network of 50
computers and 000+ personnel . ( 198I-Pronont)
University Director, Information and Computer Services ,
Indiana University : Responsible for overall planning ,
(acadennic and administrative computing and word processing) of
the eight-ca0pUs , 80/000-student university system, involving a
$9 million c0nnputing budget and 250 DDmnag8moDt and professional
staff personnel , including ooeraTT leadership for development
of m comprehensive , integrated management ' information systom
and office automation strategy . ( 1973-1981 )
.�Aju r2 c t Assistant Professor, Indiana University : Soroed nn
th8 fa culty of its Dopartment of Highor Eduration ; taught
grmdumt8 Seminars , served on thesis CommitteoS and participated
in faculty con0mittonn . ( 1973-1981 )
Thomas W , Wont
. . .
planning a n cl organizational analysis for Van six-campus
rogi0naT system, working CT0SeIy with campus chancellors to
develop academic program and
' organizational maturity , and to coordinate general
administrative activities and interfaces of these campuses With
' the Uniuornity ` o central system offices . ( 1972-1973 )
hember,_ PlanninqL _Task Force : on special assignment to tha
Commission for Higher Education of the State of Indiana ;
responsible for a complete survey of the total. Indi-ana system
and drafting 0f the first long-range strategic plan for the
State system of postsecondary education . ( 1972)
Assistant to the Chancellor, Indiana University Regional
Campus _-Administration: Responsible for designing and
``''-~` ^i''z ~ ``' ^`` oF -' g~''^^~`^~''~^ ~ `--^`` ^''~^~~^''= ``` ^
analyses , program budgets , academic degree program production , �
attitudinal studies and other special assignments of the
Chancellor and the President . ( 1970-1972) !
University .Doctoral Student, Indiana ( 1908-1970) `
!
Center Director, Blue Ridge Job Corps , Brunswick Corporation.-
Marion , VA :
!
Responsible for planning , initiating and managing /
|
this experimental center for Appalachian girls training in .
param8dicaT vocations which served 100-200 girls , employed 70 {
full-time persons and had m $1 . 6 million budget funded by the �
�
Office of Economic Opportunity ; reported to an 0E0 official and .
to the President of the Community Resources Division, Brunswick �
Corporation . Note : The job corps took over the Marion College �
facilities . ( 1967-1908)President, Marion College , Marion, V A `
�
(youngest college �
�
president at the. time : 29) Provided leadership in an attempt �
to give the 94-year-old , church-related junior college of 200 |
women rebirth ; spearheaded detailed planning and analysis that �
led to decision to ceaso academic operations at the end of !
1966-07 ; dou8Tnp8d and implemented plan that established a �
financial endowment of $500, 000 to a Sister institution , a !
repository for alumnae gifts and a � 0bn Corp for the I0C�T '
� �
community as part of the 1908 dissolution . ( 1900-1968)Assistant to the Presidynt, Thiel College , Greenville, PA :
�
|
Responsible for initiating and developing the federal relations
!
pruyruo/ of the i//^titutim/ , conducted ye//e/ml mu"u//ixumti°e �
assignments that included coordinating long-range planning and /
}
�
2 �
'
. , . Thomas W . Wont
institutional. utudion 1.)roojd8d Iiaio0n with oarious
prosidentiaI advisory committees as a rfiomber of tho Executio8
Committ88 . ( l904—l906)
Director of Church and Auxiliary Relations , Thiel College :
Re s loon s i lol e for fu rid r a i s i ri g
' Synod off iciaIn , Parent ' n CIub ' Women ' s Auxjliary ' and
' AthIotic Association ; coordinat8d Campuy special eoontS ,
conference burei-:1u , athletic public relations program; served as
sports information direct-or f0r the C0IIogo and the President ' s
Athletic Conference involving eight colleges . ( 1963-1904)
Served as instructor of
mathe0otics , teaching freshman CaTcuTUS and advanced algebra .
( 1900-1902)
Assistant Director in Pl�jnnin_q_ and Development, Thiel
College : Responsible for fund raising an(:) relationships with
Parent ' s Club , Women ' s Auxiliary , a rid Athletic Association ;
coordinated campus special events , c o n f(.-.!r(:_�n c e bureau and
athletic public relations program; u8ru8d an sports information
director for the college and the President ' s Athletic
Conference involving eight colleges , ( 1959-1963 )
OTHER INSTITUTIONAL EXPERIENCES
AS representative Of the CSU , S8ruod as the chairperson of the
California Information Technology Advisory Board which advises
Executive Branch of State G0uer rime Ut; serves on the C5U
Information R8S0UrC8 Advisory Board ; Chairs the CSU Academic
Computing Planning Committee ; chairs th8 CSU I:f0rmati0n
Ma nag 8mont Systems C00mittoe ; and chairs the CSU Information
Resource Management Committee .
Served as a mo[nhor or chairman on several. Indiana University
committees and taSh f0rCon involving administrative and
academic Computing policy f0rmuImtion , affirmative action and
personnoI classification planning , IogioImtioo study of
regional Ca0pUo autonomy , r8gi0na'.]. c amp uo8S executive
managem8nt , SchooI of Buninoos MIS acad8mic program
development , publications and institutional. heritage .
At ThioI , ino0Tvod on many cc)mmittoeS and task forces
including : accreditation Study , T0Dg range planning , capital
Campaign , CUTtUraT progranl development , and athletic
progra rmmiOg .
Served an guest IoCturor at George Peabody and University of
La0orno .
3
Thomas W . West
RELATED EXTERNAL_ EXPERIENCES
Consultant to the Board of Higher Education and Ministry of the
United Methodist- Church and the National Commission on United
Methodist Higher Education , and through them to several.
colleges and universities in the areas of mission
determination , strategic planning , inst:ituti.onal survival. ,
organizational development , enro.11.ment and financial
forecasting , and information and computor systems . Also ,
served as a consultant to other institutions in same areas .
Consultant to the Agency for International. Development
assisting Kabul University in Afghanistan '.in developing
strategic planning process for the country .
Advisor to the Brunswick Corporation and the United States
Chamber of Commerce on the development of job corps and labor
training programs . Also , advisor to the American Council on
Education concerning i.nstituti.onal survival and dissolution .
Evaluator of Title III Advanced Developing Institution Program;
Member of a New England Association of Schools and Colleges
accreditation team; Member of State of Indiana Word Processing
Task Force ; Guest- Lecturer at IBM and CDC College and
University Executive Training Seminars .
PROFESSIONAL GROUPS AND PRESENTATIONS
Member* (Individual* , Institutional** and/or coni:ributor#) to
professional. organizations and associations including ;
CAUSE**#, Society for Management Information Systems*,
Association of Institutional. Research, CUMREC:**##, . American
Association of Collegiate Registrars and Admission Officers#,
SIGUCC**, EDUCOM**# and ACM** , Currently on Board of Directors
of both CAUSE and EDUCOM .
COMMUNITY ACTIVITIES
Active in Local scouting , church and swim club ; participated as
member United Fund ; forrnar member Jaycees . Currant member of
Orange County Advisory Committee for the Development of Bolsa
Chica .
PUBLICATIONS AND STUDIES
Marion College _ 1873-1967 (Shenandoah Publishing House , Inc
New Market , Virginia , 1970) , 295 pp .
4
' r
City .of Huntington Beach
P.O. BOX 190 CALIFORNIA 926"
OFFICE OF THE MAYOR
APPLICATION FOR APPOINTMENT TO CITIZENS COMMITTEES
BOARDS AND COMMISSIONS
Date of Application: August 7, 1985
Boards or Commissions Applied For: Director of Huntington Beach Public Facility Corporation
Name Warren G Hall Birthdate February 15 1925
Q51 NUdle Last Month Day Year
Residence Address 9381 Nantucket Dr. , H.B. Residence Telephone (714) 962-3976
Business Address 2000 Main St. , H. B. Business Telephone (714) 536-5200
How long a resident of Huntington Beach Since November 1963
Occupation Elected City Treasurer
Employer City of Huntington Beach
EducatiorulBackground B S B A Major in Accounting, University of Ohio at Akron and
subsequent extensive maintenance of profe3sional training at various schools & universitiE
Membership or License in Professional or Technical Associations I hold a Certified Municipal
Finance Adminstrator certificate issued by Municipal Treasurers Assn. of U.S.A, & Canada
Do you possess any special skills Investment and cash flow management of Public Funds. Risk
Management and Insurance are my second strongest capabilities.
Civic Interests Have been involved with City of Huntington Beach since 1965. Have been
on Board of Orange County Vector Control Agency since 1970. I was founding Board
Chairman and served 5 years on Board of California Vector Control Joint Powers Agency
administrating insurance and employee medical for40 statewide Vector Control Agencies.
Membership in Civic and/or Service Organizations -
Active in Chamber of Commerce functions and civic activities.
Availability (Indicate whether you would be available to attend meetings during the day, evening only, etc.)
My &ehoaA.1- is flo-41,1 n r- t,o nm p to attend meetings whenever scheduled
Data tat—viewed
P10 1/78 Appointed
Warren G. Hall
Why do luu wish to serve on a volunteer board or commission and how will your qualifications best
serve the needs of the community?
At the present time there seems to be an inability of the present board to formulate
and execute a plan to administor the suQplus funds accumulating in the hands of the
trustee (Bank of America) . I feel I could be an influence as to how best to employ
and utilize those Public Funds. As the citizens elected -City Treasurer, I feel I
would be an appropriate member of the P.F.C. Board to help manage the millions of
dollars on deposit that belongs to the citizens of Huntington Beach as surely as
the Public Funds of the City do. I would work for the best utilization of the
P.F.C. funds by being able to utilize my daily insight into the City Financial
Operations which of course pays the P.F.0 with Public Funds for the purpose of
paying off the outstanding bonds and seeing that the Civic Center and Library are
retained as Civic Assets at a reasonable cost.
It is the policy of the City Council to make appointments to citizens' committees, boards and commissions
on the basis of interest and qualifications of the applicant.
Information concerning a particular committee, board or commission is available from the Public Infor-
mation Office at 536-5511.
This application may be returned to the Office of the Mayor, P. O. Box 190, Huntington Beach, or to the
Pubic Information Office,20M Main Street,first floor of the Administration Building of the Civic Center.
REQUEST FOR CITY COUNC,._- ACTION
Date November 30, 1988
Submitted to: Honorable Mayor and City Council Members APPROVED BY CITY COUNC
I
L
Submitted by: Paul E. Cook, City Administrator
Prepared by: Dan T. Villella, Director of Finance r��'G� C TY CL x
Subject: Approval of Candidate for the Public Facilities Corporation Board of Directors
Consistent with Council Policy? VI Yes [ ] New Policy or Exception
Statement of Issue, Recommendation,Analysis, Funding Source,Alternative Actions,Attachments:
Statement of Issue: The four existing members of the Public Facilities Corporation's Board of
Directors submit the name of Michael K. Tierney to the City Council for approval to fill the
vacant directorship, with a term which shalt expire July 27, 1991.
A decision by the City Council approving or disapproving this candidate is needed by
December 30 1988. No action by the City Council within 30 days of the notice of appointment
will result in the individual recommended for the Board of Directors of the PFC to be
automatically approved.
Recommendation: Approve or disapprove the candidate recommended by the Public Facilities
Board of Directors.
Analysis•. The PFC Board of Directors, in an action taken November 30, 1988, selected and
submits the name of Michael K. Tierney to the City Council for consideration and approval.
The City Council may take action to approve or disapprove the candidate. If the candidate is
disapproved by the City Council such action shall be placed on the agendized for action by the
PFC Board of Directors at its next scheduled meeting.
Under Article 5, Section 3, of the PFC By-laws, the City Council has the right to recommend
candidates to the PFC Board of Directors for their consideration.
Funding Source: No funds required.
Attachment: Staff's letter to the Mayor, Council Members and City Administrator dated
November 30, 1988.
4176j
Plo 5/85
i
`H P U B Q,0
o� Huntington Beach Public Facilities Corporation
INCORPORATED m 2000 Main Street • Post Office Box 190 • Huntington Beach, California 92648
i NOVEMBER 27,1970 r
November 301 1988
CAC IF ORN%P
Paul E. Cook. ('it,,- Administrator
Honorable Mayor and City Council Members
Please be advised that the Board of Directors of the Huntington Beach Public Facilities
Corporation, at their adjourned meeting of November 30, 1988, interviewed three applicants for
the vacant Directorship. Mr. ;Michael K. Tierney was elected to :ill the position. Mr. Tierney's
term will expire July 27, 1991.
A Request for City Council Action shall be scheduled for the Council's December 19, 1988
agenda for approval or disapproval of this candidate.
Please advise should any questions arise.
Sincerely,
DAN T. VILLELLA
Assistant Secretary, H.B.P.F.C.
DTV:skd
4176j
i
201 0l
REQUES FOR CITY COUNCIL- ACTION -0
Date May I, 1986 C,015 1_
Submitted to: Honorable Mayor and City Council Members r►xYy'�yE l
Submitted by: Charles W. Thompson, City Administratol, �,(J� V cti'
Prepared by: Dan T. Villella, Director of Finance
Subject: Approval of Candidate for the Public Fa ci ities Corporation Board of Directors
Consistent with Council Policy? [X] Yes [ ] New Policy or Exception
Statement of Issue, Recommendation,Analysis, Funding Source,Alternative Actions,Attachments:
Statement of Issue: Three members of the Public Facilities Corporation's Board of Directors has
submitted the name of Melvin Carpenter to the City Council for approval to sit as a new member of
the Public Facilities Corporation Board of Directors. A decision by the City Council approving or
disapproving this candidate is needed by May 29, 1986. No action by the City Council within 30 days
of the notice of election or appointment of this individual by the PFC Board will result in the
individual recommended for the Board of Directors of the PFC to be automatically approved.
Recommendation: Approve or disapprove the candidate recommended by the Public Facilities Board
of Directors.
Analysis: The PFC Board of Directors, in an action taken March 30, 1986, selected and submitted the
candidate's name to the City Council for consideration and approval as new PFC Board Director.
The City Council may take action to approve or disapprove the candidate. If the candidate is
disapproved by the City Council this decision will be the subject of action by the PFC Board of
Directors at its next scheduled meeting.
The staff has completed a set of recommended criteria to assist the City Council in the deliberation
as to the viability of the candidate presented to them for the position of Public Facilities Corporation
Directorship. The recommended criteria to be used either singly or in combination are:
I. A candidate that has in—depth knowledge and experience in managing the financial affairs of
either a complex business or financial institution.
2. A candidate that is recognized as a professional leader who either works or lives within the
community and has a proven track record of leadership, integrity and responsibility.
3. A candidate that is apolitical.
4. A candidate that has knowledge and experience with investment practices of large sums of
money who can provide advice and guidance to banks who hold PFC funds.
5. A candidate who has knowledge and experience with long term debt financing (e.g., lease hold
mortgage bonds).
Under Article 5, Section 3, of the PFC By—laws, the City Council has the right to recommend
candidates to the PFC Board of Directors for their consideration.
Funding Source: No funds required. I
i
Attachments: Huntington Beach Public Facilities Corporation Director,Application.
PIO 5/85's k d
PGA PUB(/j,110'
`s, Huntington Beach Public Facilities Corporation
C7 INCORPORATED
IT 2000 Main Street Post Office Box 190 • Huntington Beach, California 92648
i NOVEMBER 27,1970 col
Pj
CAL IFORN%P May 1, 1986
► o
CITY OF HUNTING 0Y1 rr "
Charles W. Thompson, City Administrator A0"'"INISTI?ATI'S u"
Honorable Mayor and City Council Members
Please be advised that the Board of Directors of the Huntington Beach Public Facilities
Corporation at their regularly scheduled meeting of March 30, 1986 nominated and
selected a new Director from a list of nine applicants to fill the vacancy on the Board.
The newly appointed Director is:
Mr. Melvin J. Carpenter
The appointee will be requested to make confirmation of his acceptance of this
appointment in writing.
Please advise should any questions arise.
Very truly yours,
-/;A�N T. VILLELLA
Assistant Secretary, H.B.P.F.C.
DTV:skd
1993j
f
J
City of Huntington Beach
' P.O. BOX /60 CALIFORNIA 92641
i
OFFICF: OF THE MAYOR
APPLICATION FOR APPOINTMENT TO CITIZENS COMMITTEES
BOARDS AND COMMISSIONS
Date of Application: February 3, 1986
Boards or Commissions Applied For: Public Facilities Corporation
Name kelvin James Carpenter Birthdate January 16, 1920
First Middle Last Month Day Year
Residence Address 6'(22 Gate Hill Circle Residence Telephone 714-960-1462
Funtlngton Bch. ,
Business Address xxxxxxxxxxxxxxxxx Business Telephone
How long a resident of Huntington Beach Thirteen years
Occupation Retired!
Educational Background See. attached resume.
Membership or License in Professional or Technical Associations None
Do you possess any special skills See resume.
Civic Interests Planning and development
Membership in Civic and/or Service Organizations None
Availability (Indicate whether you would be available to attend meetings during the day, evening only, etc.)
Almost any time .
/ Date Interviewed
PI0 1/78 Appointed
Why do you wish to serve on a volunteer board or commission and how will your qualifications beat
serve the needs of the community?
I wish to become involved with the city on a volunteer
basis and feel that my qualifications in planning and development
coula Be of va ue in serving the community.
It is the policy of the City Council to make appointments to citizens' committees, boards and commissions
on the basis of interest and qualifications of the applicant.
Information concerning a particular committee, board or commission is available from the Public Infor-
mation Office at 536-5511.
This application may be returned to the Office of the Mayor, P. O. Box 190, Huntington Beach, or to the
Public Information Office,2000 Main Street,first floor of the Administration Building of the Civic Center.
6722 Gate Hiii Circle
Huntington Beach, CA 92648
Telephone: Home (714) 960-1462
OBJECTIVE Executive Director or Executive Assistant position
in an organization requiring administrative, personnel
and budget management expertise to further the organi-
zation' s growth, long-range planning and development.
EDUCATION Bachelor of Arts, Saint Mary' s of California, 1942;
General Line School, Naval Postgraduate School,
Monterey, California (one year) , 1951; Rhode Island
College, 16 units in Education, 1960; State Department
Institute, Interdepartmental International Relations ,
1963; Foreign Military Institute, 1963; Naval War
College (one year) , 1959.
SUM? ARY OF Planned and implemented policy for military assistance
UALI ANIONS to ten foreign countries with $1.0 billion budget.
Developed and implemented administrative, personnel
and budget plans and operation policies for force
composed of 100 ships with a gross budget of $7.0
million and shore organizations of 33 commands with
$1.3 billion budget. Held seven Navy sea commands.
ADMINISTRATIVE
BACKGROUND
1973-. 1961- Executive Director of South Coast Regional Conservation
Commission for Los Angeles and Orange Counties setting
policy, developing methods and procedures and organizing
staff for development permits totaling over $2.4 billion
of construction. Responsible for development of the
California Coastal Conservation Plan for Los Angeles -
Orange Counties. Maintained liasion with all govern-
mental agencies, civic organizations and individuals
involved. Direct representative of the Commission in
all matters pertaining to policy, budgeting and public
relations.
1970-1973 Executive Director of Naval Base, Los Angeles-Long
Beach, setting policy and coordinating activity of
33 naval commands in the Greater Los Angeles area
involving over 60,000 military/Department of Defense
civilian personnel with a combined gross budget of
over $1.3 billion. Coordinated and developed long-
range plans for harbor facilities , housing requirements ,
new commissary and upgrading of Terminal Island support
facilities. Directed environmental tests for removal
of water pollutants. Maintained liaison with local
community governments , civic organizations , Consular
Corps and foreign officials.
vcsssei:s ,-JUG) << cn.
1967-1969 Planned and developed reorganization of Pacific Mine
Forces to provide more efficient and effective
utilization of manpower and services. Instituted
UNIVAC computer programs for more efficient budget
control. Instittuted a new concept for accomplishing
repair of diesel engines and small boats in the Mine
Force and converted existing small boats into river
minesweepers saving thousands of dollars originally
programmed for new construction. Exercised positive
directorship of staff of 100 personnel in support of
100 ships , craft and 5 ,000 personnel.
1965-1967 Commanding Officer, USS KAWISHIWI (AO 146) , a 60,000
gross tonnage tanker with a crew of 300.
1963-1965 Director of Military Assistance Programs for the Pacific
Ocean area involving ten foreign countries. Originated
and implemented IBM Ram computer programs to control
thousands of line items. By combining index items and
reducing computer time, achieved a reduction in over-
time along with increased program readability. This
program was later adopted by Department of Defense
for military assistance worldwide use. Responsible
for presentation of the programs to Department of
Defense and State Department officials for approval
and implementation.
1961-1963 Commanding Officer, USS EDSON (DD 946) , a 3 ,000 ton
class destroyer with a crew of 300 men.
1959-1961 Administrative director of Naval War College. Respon-
sible for personnel policies , research facilities ,
library procedures and procurement , long-range
building plans , maintenance supervision and other
logistical support including student assistance
programs..
1956-1958 Executive Director for procurement , planning, training
of naval vessels , construction of schools and repair
facilities for the Republic of China Navy under the
Foreign Military Assistance Program. Acted as
U. S. Naval Advisor to the American Ambassador and
the President of the Republic of China.
1954-1956 Commanding Officer, USS FITCH (DMS 25) , a 1650 ton
destroyer class vessel with a crew of 250 men.
1952-1954 - Administrative director originating, planning and
implementing policy for 100 man staff and operating
force of 120 ships and 10 ,000 personnel. Developed
and promulgated policy procedures. Administrative
Assistant to the Naval Commander.
2
L.�C1: -La 6 i_ _ from �120 ,000 to over "">'l Million. Developed
computerized budget programs which led to savings of
from $100,000 to $800 ,000 per annum.
PUBLIC Active speaker for civic organizations, visiting foreign
MI—AT—IONS, dignitaries and local government officials.
PERSONAL DATA Native Californian, born 1920. Married, three children .
Good health. Retired as Captain,
United States Navy.
19bl to Present Retired.
}
3
Gy
�- REQM> , FOR CITY COUNCIL- ACTION
Date February 19, 1986
Honorable Mayor and CityCouncil Members a6ardof
Submitted to: y -VTSubmitted by: Charles W. Thompson, City AdministraPrepared by:
Dan T. Villella, Director of FinanceSubject: Approval of Candidates for the Public Facilities Co rars
Consistent with Council Policy? [x] Yes [ ] New Policy or Exception 6 '
Statement of Issue, Recommendation, Analysis, Funding Source,Alternative Actions, Attachments: t
Statement of Issue: The three members of the Public Facilities Corporation's Board of Directors has
submitted two names to the City Council for approval to sit as new members of the Public Facilities
Corporation Board of Directors. A decision by the City Council approving or disapproving these
candidates is needed by March 14, 1986. No action by the City Council within 30 days of the notice
of election or appointment of individuals by the PFC Board will result in the two individuals
recommended for the Board of Directors of the PFC to be automatically approved.
Recommendation: Approve or disapprove one or both of the candidates recommended by the Public
Facilities Board of Directors.
Analysis: The PFC Board of Directors, in an action taken February 12, 1986, selected and submitted
two candidate names to the City Council for consideration and approval as new PFC Board
Directors. The City Council may take action to approve or disapprove one or both of the two
candidates. Candidates that are disapproved by the City Council will be the subject of action by the
PFC Board of Directors at its next scheduled meeting.
The staff has completed a set of recommended criteria to assist the City Council in the deliberation
as to the viability of candidates that are presented to them for the position of Public Facilities
Corporation Directorship. The recommended criteria to be used either singly or in combination are:
1. A candidate that has in-depth knowledge and experience in managing the financial affairs of
either a complex business or financial institution.
2. A candidate that is recognized as a professional leader who either works or lives within the
community and has a proven track record of leadership, integrity and responsibility.
3. A candidate that is apolitical.
4. A candidate that has knowledge and experience with investment practices of large sums of
money who can provide advice and guidance to banks who hold PFC funds.
5. A candidate who has knowledge and experience with long term debt financing (e.g., lease hold
mortgage bonds).
Under Article 5, Section 3, of the PFC By-laws, the City Council has the right to recommend
candidates to the PFC Board of Directors for their consideration.
Funding Source: No funds required.
Attachments: Huntington Beach Public Facilities Corporation Director Applications.
DTV:skd
2010'
PIO 4)84
i ��PruH PUB(�C�'
o� :, Huntington Beach Public Facilities Corporation
C9 INCOR►ORATEO col
Main Street • Post Office Box 190 • Huntington Beach, California 9'2648
z
i NOVEMBER 27.1970
{ Z
i Dy
CALIFOVO4"
February 13, 1986
i
Charles W. Thompson, City Administrator
Honorable Mayor and City Council Members
Please be advised that the Board of Directors of the Huntington Beach Public Facilities
Corporation held a special meeting of February 12, 1986, at this meeting they nominated
and selected two new Directors from a list of nine applicants to fill the vacancies on the
Board.
The newly appointed Directors are, in alphabetical order, as follows:
Mr. Joseph I Garafalo
Mr. Thomas W. West
Each appointee will be mailed a letter for their confirmation in writing of acceptance of
the appointment.
Please advise should any questions arise.
i
Very truly yours,
DAN T. VILLELLA
Assistant Secretary, H.B.P.F.C.
DTV:skd
1993j
Applicants j -
J. City of Huntington are needed
• AL11 Huntington'Beach City Council is
P.O.P O BOX 190 soliciting applicants for the volunteer
*
OFFICE OF THE MAYOR position:as member of the board,of
directors for the non-profit corporation
which-administers the business affairs
APPLICATION FOR APPOINTMENT TO CITIZENS concerning the civic center.and.cen
tral.library:
BOA. 'S AND �;OMMISSIONS Persons interested should obtain.an
application..from the Public Informs-
Date of A lication: October 2, 1985 tion Office, 2000' Main St.; Hun-
PP tington Beach, 92648,and return it
Boards or Commissions Applied For: see attached newspaper notice to Don Xiser, Public works Depa't-
PP ment, at the same adress.
Name Joseph James Garafalo Birthdate August 11, 1922
sat Middle Last Month Day Year
Residence Address 16221 Typhoon Lane Residence Telephone (714) 840-9270
Business Address P. 0. Box 9399 Business Telephone (213) 513-5164
Long Beach, CA 90810-0399
How long a resident of Huntington Beach 4 ypa rc
Occupation Group Vice President
Employer HughPc Aircraft Company
Educational Background USC - BSEE Degree, UCLA Executive Program
Membershi or License in Professional or Technical Associations Member of Eta Kappa Nu, The Institute
of Electrical & Electronics Engineers, and honorary membership in the National Security
Industrial Association.
I am a senior executive of Hughes Aircraft Company and
Do you possess any special skills
$300 million a year in sales. I believe the skills I have developed in managing
this organization could be applied to problems and issues affecting Huntington Beach.
Civic Interests I live in Huntington Beach and am very interested in the success
of the community and its environment.
Membership in Civic and/or Service Organizations Member, Board of Trustees, Long Beach YMCA;
Executive Board member, Long Beach Area Council , Boy Scouts of America; Member of
the Orange County Philharmonic Association; Member of the Long Beach Mayor's Advisory
Council and a member of the Long Beach Economic Development Task Force.
Availability(Indicate whether you would he available to attend meetings during the day,evening only,etc.)
both - day or evening
Date Interviewed
P10 1/78 Appointed
w
1
Why do you wish to serve on a volunteer board or commission and how will your qualifications best
serve the needs of the community?
Over the last thirty-five years, I have had to deal with and resolve important
business issues. I believe this ability can be utilized in serving the needs
of Huntington Beach by analyzing key issues and establishing appropriate courses
of action for their resolution.
It is the policy of the City Council to make appointments to citizens' committees,boards and commissions
on the basis of interest and qualifications of the applicant.
Information concerning a particular committee, board or commission is available from the Public Infor-
mation Office at 536-5511.
This application may be returned to the Office of the Mayor, P. O. Box 190, Huntington Beach, or to the
Public Information Office,2000 Main Street,first floor of the Administration Building of the Civic Center.
1 1
JOSEPH J. GARAFALO
Mr.Joseph J.Garafalo is Group Vice President and Manager of Support Systems,
Hughes Aircraft Company. He is also Vice President of Hughes Aircraft Systems
International. Mr. Garafalo earned his Electrical Engineering degree at the
USC School of Engineering in 1945 and joined Hughes Aircraft Company in
1949.
Throughout his more than 35 years at Hughes,his vision and leadership created
an aerospace logistics organization now recognized as an industry leader. He
was a pioneer in the development of the concept of "Integrated Logistic
Support", which is now the logistics system, in.-use by all the Armed Forces.
Under his guidance, advanced technology for the research, design and
manufacture of sophisticated.electronic simulation equipment was developed
at Hughes. His organization recently delivered the first, state-of-the-art, air
combat maneuvering trainer for the U.S. Navy F-A/18 fighter aircraft program.
His responsibilities include management, design and implementation .of
maintenance activities throughout the free world. Over 4,000 employees of
Support Systems are engaged in these pursuits reporting to Mr. Garafalo.
The National Security Industrial Association,in recognition of his contributions,
awarded him its Certificate of Merit,. the organization's Honorary Life
Membership, and, in 1980, bestowed on him the prestigious Edward M. Greer
Award. The Greer of Award was established in 1956 to recognize and honor
individual service to the Department of Defense in the field of Integrated
Logistic Support engineering.
Mr. Garafalo's energies and activities have not been restricted to Hughes.
He has played an active role.in community affairs as well. He was appointed
by the Mayor of Long Beach to the City's Task Force on Economic Development.
to furnish economic development planning through the year 2,000 and beyond.
He is also an active member of the Mayor's Industrial Council. In.:addition,
he has an active interest in youth activities and is now sewing on the Executive
Board of Directors, Long Beach. Council, Boy Scouts of. America, and on the
Board of Directors of the Long Beach YMCA.
Mr. Garafalo was born in Los Angeles, August 11, 1922, and mow lives in
Huntington Harbor with his lovejy wife, and high school sweetheart,
Lorraine.
l' 1
%• ' City of Hunting ton Beach
P.O. BOX 160 CALIFORNIA 6260
�-
01;1;1(:1•` OI� "f11H: MAYOR
APPLICATION FOR APPOINTMENT TO CITIZENS COMMITTEES
BOARDS AND COMMISSIONS
Date of Application: f-i 8" 4,l�K-
Boards or Commissions Applied For: AaelllC
Name /`' ka-S Birthdate �`� e v�S 1?7
First Middle Last Month Dar Year
Residence Address (03 Z- Residence Telephone 7/
chi 6v/olt,r Shar4
Business Address 1-yn- 3-4tcti- Business Telephone a/3 -
How long a resident of Huntington Beach e6Z2"6-/- /9,9 2-
Occupation `1�%vet sy ,ii..✓. /fiL' ��/ �rn�a Stec fe Gl-y„✓e,-s r 7y
Educational Background �d �'"�' � ���✓«s ry -/9�0 — ��,<9cN�.r
aiolee;aKUa�F d-e yrLC a,,, " r,(a/sue '_ ar riti a-"l 1"AysiCS
Membership or License in Professional or Technical Associations Sfri)c a--5 ` -9
G1� ct/. rvha� �dctcict/vnca� lcrYsr�-cAln� /Tt."cvsnrrs �tnci.J�S ��vT�Ss.JhcK �SSJCFCP✓rr5
Do you possess any special skills 1{e cd�-„� � y,.���� ..y doh s /f- 5'71 t, z,c
iev
Civic Interests �r��r �v�✓ n J��IaP->ry.c.-?`, �d/ra C�«�c De„�/r��,.�► ��
Membership in Civic and/or Service Organizations
Availability (Indicate whether you would be available to attend meetings during the day,evening only, etc.)
6 �lso
Date Interviewed
PIO 1/78 Appointed
Why do you wish to serve on a volunteer board or commission and how will your qualifications lest
serve the needs of the community? 1
f /:S m u?1��'S/��r n 1i? Pi.�f 1 C fa� �d r , l/FXC) /S- aZA' w 197
Q- ,r1wj U r 7't.�/hrO/✓�'�/ N 7/�c c./sh va asrel -n cL rr e s LA
/ o�1c1�✓� oiwl�tr� Zc�sMv� T�s t PfC m P.t�S f, 7�o�c�C M+y,�� /�s�/✓�
COY Kh7 S/r /f}cd,t7zr
,2(0 ��r5 at iN�rt��9rc 1��(Ptr�e r�c25 /1'�K d�ve�aP4{�.�� Pjr�6/e�-e dsa/ �trfit �r.Q
a
are a y+nisouo/ c��s *�cc/i�xc�PS,
ti, e CO-Se- OP f41. Pfe
eaIV., s,
<17 5,1(r�yc� Q� �/1 t ,jUo
4,6r-eary a-A,,e Ciatc �� /em�r �1 fi�3 h ��cA-Itty
t't,l�xc�rv�,S vyyQ 52/✓ccc2 S ho,tS r7 �► -
f.7>,e 5 G,-,q(1 O�L Poc,C .�f .Z-D�c 42-A- psi Awl c-Q
It is the policy of the City Council to make appointments to citizens committees,boards and commissions
on the basis of interest and qualifications of the applicant.
Information concerning a particular committee, board or commission is available from the Public Infor-
mation Office at 536-5511.
This application may be returned to the Office of the Mayor, P. O. Box 190, Huntington Beach,or to the
Publie Information Office,2000 Main Street,first floor of the Administration Building of the Civic Center.
i
Curriculum Vitae
I-HOMAS W. WEST
Home : office :
6032 Manorfield 400 Golden Shore
Huntington Beach, CA 92648 Long Beach, CA 90802
(714) 848-5786 (213 ) 590-5701
Married , 4 Children, Excellent Health
Ed . D . , Higher Education Administration, Minor in Business
Administration, Indiana University , 1970
Ed . , Counseling , Westminster College, 1966
x . B . , Mathematics , Thiel College , 1959
EXPERIENCE
Director, Division of Information Systems , The California State
University : Responsible for overall planning , coordination,
implementation and management of the information resources
management program of this 19—campus , 316 , 000—student, $1+
billion a year educational system; involves overall strategic
planning , budgeting and management responsibilities for
telecommunications (voice , data, video) , academic computing and
administrative systems ; involves extensive interfaces with
state agencies , the Legislature, campus executives ,
administrators and faculty leadership; involves oversight and
coordination of a $70 million annual budget, a network of 50
computers and 600+ personnel . ( 1981—Present)
University Director, Information and Computer Services ,
Indiana University : Responsible for overall planning ,
development and management of the information resources
(academic and administrative computing and word processing) of
the eight—campus , 80,000—student university system, involving a
$9 million computing budget and 250 management and professional
staff personnel , including overall leadership for development
of a comprehensive , integrated management information system
and office automation strategy . ( 1973-1981 )
Adjunct Assistant Professor, Indiana University : Served on
the faculty of its Department of ^ Higher Education; taught
graduate seminars , served on thesis committees and participated
in faculty committees . ( 1973-1981)
i
'Thomas W . West
Vice Chancellor for Administration, Indiana University
Regional Campus Administration : Responsible for strategic
planning and organizational analysis f"or tFie six—campus
regional system, working closely with campus chancellors to
develop academic program and
organizational maturity , and to coordinate general
administrative activities and interfaces of these campuses with
the University ' s central system offices . ( 1972-1973)
Member, Planning Task Force: On special assignment to the
Commission for Higher Education of the State of Indiana;
responsible for a complete survey of the total. Indiana system
and drafting of the first long—range strategic plan for the
state system of postsecondary education . ( 1972)
Assistant to the Chancellor, Indiana University Regional
Campus Administration: Responsible for designing and
conducting a series of organizational studies including cost
analyses , program budgets , academic degree program production,
attitudinal studies and other special assignments of the
Chancellor and the President . ( 1970-1972)
Doctoral Student, Indiana University . ( 1968-1970)
Center Director, Blue Ridge Job Corps , Brunswick Corporation,
Marion, VA : Responsible for planning , initiating and managing
this experimental center for Appalachian girls training i.n
paramedical vocations which served 160-200 girls , employed 70
full—time persons and had a $1 . 6 million budget funded by the
Office of Economic Opportunity ; reported to an OEO official and
to the President of the Community Resources Division, Brunswick
Corporation . Note : The job corps took over the Marion College
facilities . ( 1967-1968)
President, . Marion College, Marion, VA (youngest college
president at the time : 29) : Provided leadership in an attempt
to give the 94—year—old , church—related junior college of 200
women rebirth; spearheaded detailed planning and analysis that
led to decision to cease academic operations at the end of
1966-67 ; developed and implemented plan that established a
financial. endowment of $500, 000 to a sister institution, a
repository for alumnae gifts and a jobs corp for the local
community as part of the 1968 dissolution . ( 1966-1968)
Assistant to the President, Thiel College, Greenville, PA :
ff Responsible for initiating and developing the federal relations
I program of the institution; conducted general administrative
assignments that included coordinating long—range planning and
I
` 2
I,
\ 1
Thomas W . West
institutional studies ; provided I.iai.son with various
presidential advisory committees as a membor of the Executive
Committee . ( 1964--1966)
Director of Church and Auxiliary Relations , Thiel College :
Responsible for Fund raising and relationships with Church
Synod officials , Parent ' s Club, Women ' s Auxiliary , and
Athletic Association; coordinated campus special events ,
conference bureau , athletic public relations program; served as
sports information director for the college and the President ' s
Athletic Conference involving eight colleges . ( 1963-1964)
Instructor, Thiel College : Served as instructor of
mathematics , teaching freshman calculus and advanced algebra .
( 1960-1962)
Assistant Director in Planning and Development, Thiel
College : Responsible for Fund raising and relationships with
Parent ' s Club, Women ' s Auxiliary , and Athletic Association;
coordinated campus special events , conference bureau and
athletic public relations program; served as sports information
director for the college and the President ' s Athletic
Conference involving eight colleges . ( 1959-1963)
OTHER INSTITUTIONAL EXPERIENCES
I
As representative of the CSU , served as the chairperson of the
California Information Technology Advisory Board which advises
Executive Branch of State Government; serves on the CSU
Information Resource Advisory Board ; chairs the CSU Academic
Computing Planning Committee ; chairs the CSU Information
Management Systems Committee; and chairs the CSU Information
Resource Management Committee .
Served as a member or chairman on several Indiana University
committees and task forces involving administrative and
academic computing policy formulation, affirmative action and
personnel classification planning , legislative study of
regional campus autonomy , regional campuses executive
management, School of Business MIS academic program
development, publications and institutional heritage .
At Thiel , involved on many committees and task forces
including : accreditation study , long range planning , capital
campaign, cultural program development , and athletic
programming .
Served as guest lecturer at George Peabody and University of
LaVerne .
3
1
i ho III as W !^.0.s �
RELATED EXTERNAL EXPERIENCES
Consultant to the Board of Higher Education and Ministry of the
United Methodist Church and tho National Commission on United
Methodist Higher Education, and through them to several
colleges and universities in the areas of mission
determination , strategic planning , institutional survival ,
organizational development, enrollment and financial
forecasting , and information and computer systems . Also,
served as a consultant to other institutions in same areas .
Consultant to the Agency for International Development
assisting Kabul University in Afghanistan in developing
strategic planning process for the country .
Advisor to the Brunswick Corporation and the United States
Chamber of Commerce on the development of job corps and labor
training programs . Also, advisor to the American Council on
Education concerning institutional survival and dissolution .
Evaluator of Title III Advanced Developing Institution Program;
Member of a New England Association of Schools and Colleges
accreditation team; Member of State of Indiana Word Processing
Task Force ; Guest lecturer at IBM and CDC College and
University Executive Training Seminars .
PROFESSIONAL GROUPS AND PRESENTATIONS
Member* (Individual* , Institutional** and/or contributor#) to
professional organizations and associations including :
CAUSE**#, Society for Management Information Systems*,
_ Association of Institutional Research, CUMREC**#, American
Association of Collegiate Registrars and Admission Officers#,
SIGUCC**, EDUCOM**# and ACM** . Currently on Board of Directors
of both CAUSE and EDUCOM.
:t COMMUNITY ACTIVITIES
Active in local scouting , church and swim club; participated as
member United Fund ; former member Jaycees . Current member of
Orange County Advisory Committee for the Development of Bolsa
Chica .
PUBLICATIONS AND STUDIES
Marion College : 1873-1967 (Shenandoah Publishing House , Inc . ,
New Market , Virginia , 1970) , 295 pp ,
4
J• City of Hunti ng ton Beach
' P.O. BOX 190 CALIFORNIA 9UM
•
OFFICI-' O1 THE MAYOR
APPLICATION FOR APPOINTMENT TO CITIZENS COMMITTEES
BOARDS AND COMMISSIONS
Date of Application: 11/21/8 5
-Boards or Commissions Applied For: Huntington Beach Public Facilities Corp.
Name Robert B Beck Birthdate 8 1 29
First Weddle I.$, -- ---_Month Day ..-- Year . _ ..
Residence Address 19342 Manor Point Cr . Residence Telephone 960-1368
Business Address 1325 S . Grand Ave. , SA Business Telephone 9 7 3-5 6 2 4
How long a resident of Huntington Beach 15 years
Occupation Vice President
Employer Southern California Edison Co .
Educational Background high school and college
Membership or License in Professional or Technical Associations
Pacific Coast Electrical Assoc.
Do you possess any special skills Administrative, financial and general mgmt .
Civic Interests No memberships
Membership in Civic and/or Service Organizations see attached
1
Availability (Indicate whether you would be available to attend meetings during the day, evening only, etc.)
evenings best
Date interviewed
1110 1 i-H Appointed
Why do you wish to serve on a volunteer board or commission and how will your qualifications best
serve the needs of the community? -
For many years , I have been involved with numerous civic/business
responsibilities throughout- .the greater Orange County community. _ ,.,. '
Because of heavy committments for many years, I was unable to volunteer
for any specific responsibilities-related to the City of Huntington
Beach. Having been a resident for 15 years , I have developed
considerable interest and I am now positioned where I have the
availability of time to become a contributing member to appropriate.
city functions .
I believe my many years as a top level manager in .the Edison Co .
and experience on numerous business and- community boards provides
a background that would be beneficial to the community.-
It is the policy of the City Council to make appointments to citizens' committees, boards and commissions
on the basis of interest and qualifications of the applicant.
i
Information concerning a particular committee, board or commission is available from the Public Infor-
mation Office at 536-5511.
III is application may be returned to the Office of the Mayor, P. O. Box 190, Huntington Beach, or to the
hzic Information Office,2000 Main Street,first floor of the Administration Building of the Civic Center.
Southern California Edison Company
P.O. BOX 2307. 92707
1325 SOUTH GRAND AVENUE
SANTA ANA. CALIFORNIA 92705
ROBERT B. BECK TELEPHONE
VICE PRESIDENT (714)973-5624
SOUTHEASTERN DIVISION
June 12 , 1985
Mrs . Alicia Wentworth
City Clerk
City of Huntington Beach
P 0 Box 190
Huntington Beach, CA 92648
Dear Mrs. Wentworth:
I have recently been informed that a vacancy currently
exists on the Board of the Public Finance Corporation.
For some time I have been actively involved in community
affairs throughout Orange County (see attached) and have
been a citizen of the City of Huntington Beach since
October, 1970 . I have been interested in becoming
actively involved in the structure of city business and
it appears that the responsibilities associated with the
Board are of the type that I can make a solid community
contribution.
I believe that my extensive background at the executive
level of the Southern California Edison Company would
be supportive of the Board' s activities .
I would appreciate favorable consideration for appointment.
Sincerely,
i
RBB:dv
Attachment S
ROBERT B. BECK
COMMUNITY ACTIVITIES
NOVEM.BER 20 , 1985
° St. Joseph Hospital
a. Foundation Board Member
b. TODOS Member (Fund Raiser Club)
° United Way of Orange County
a. On Board of Directors
° American Red Cross , Orange County Chapter
a. Chairman of Audits Committee
b . Executive Committee Member
Orange County Business Committee for the Arts
a. On Board of Directors
° University of California , Irvine
a. Industrial Management Associates ,
Graduate School of Business Member
b. Orange County_ Annual Survey, Steering
Committee
° Orange County Corporate Volunteer Organization
° American Conference of Christians & Jews
a. On Board of Directors
° Humana Hospital, Huntington Beach
a. Chairman Board of Trus-tees
° Orange County Economic Development Council Member
° Boy Scouts of America, Orange County
a. On Board of Directors
b. Vice President Explorer Scouts Division
° Goldenwest College
a. Foundation Board Member
° Orange County Performing Arts , Center Campaign
Fundraising Committee
° Chapman College, School of Business & Management
Advisory Council
° Orange County United States Olympic Committee
a. Corporate Fundraising Chairman
Appointed to Business Leadership Transportation Task
Force by Orange County Board of Supervisors
t
ROBERT B. BECK
OUTSIDE ACTIVITIES
1 . Member of Foundation Board - St. Joseph Hospital
2 . Member of Todos
a. Fund Raiser Club for St. Joseph Hospital
3 . Executive Committee, Orange County United States
Olympic Committee
a. Chairman, Corporate Fund Raising, USOC , Orange
County
4 . Board of Directors-United Way of Orange County-Cabinet Member
a. Division Chairman - United_ Way
5 . Member of Board of Directors - American Red Cross
a. Chairman of Audits Committee
6 . Member Board of Directors , Business Committee for the Arts
7 . Appointed to Business Leadership Transportation
Task Force by Supervisors
8 . Member of University of California, Irvine
Industrial Management Associates , Graduate School
of Business
9 . Interface with Orange County Board of Supervisors
a. Planning Commission
b. County department heads
10 . Member - Orange County Corporate Volunteer Organization
11 . Board of Directors - American Conference of
Christians & Jews
12 . Orange County Annual Survey (UCI) (Steering Committee)
13 . Board Member, Orange County Economic Development
Council
14 . Member Energy Consortium, California State University
at Fullerton
15. Member Board of Trustees , Humana Hospital, Huntington
Beach
16 . Member Board of Directors , Orange County Boy Scouts
of America
17 . Goldenwest College, Member of Foundation Board
18 . Member of Performing Arts Fundraising Committee
19 . School of Business & Mgmt Advisory Council, Chapman
College
TD
City of Huntington Bea -
P.O. BOX too CALIFORNIA
. OFFICF Oil THE MAYOR m
TER
tt
APPLICATION FOR APPOINTMENT TO CITIZENS COMM, ES �
- . - - - BOARDS AND COMMISSIONS — C
Date of Application_
Boards or Commissions Applied For:
Name �.� 112 S t/�r Birthdate jgi /6 /9m
Firpt VNkmtb Day Ysr
Residence Address (QVZ 4-1 k-Ie- -Residence Telephone '764
Business Address \A,,O v Business Telephone
How long a resident of Huntington Beachy
Occupation
F.mplover
FAucational Background 00P6 lr
Membership or License in Professional or Technical Associations --
Do you
��possess.any special skills
Civic Ir►I rrrtrts 4i AQ111 � -- -
Memim-r4iilt in (:ivir artrl/or tirrvirr Organizations ,&AA-
Avrilabibl Omlir•:►lr wlwtltcr r•Nt would he available to attend ntretingm %►tiring Ike day,eveiiing only, etc.)
.V
Date lntefrir%ml
r t,► t :r, Arwant.d
ILCity of Huntington Beac :
' P.O. BOX 190 CALIFORNIA 92>
OFFICE: OF THE: MAYOR C ^ coLO r
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r
APPLICATION FOR APPOINTMENT TO CITIZENS COMMITTEES�;
BOARDS AND COMMISSIONS
Date of application: July 11, 1985
Boards or Commissions Applied For: Public Facilities Corporation
Name Gene John Farrell Birthdate October 12, 1936
ast INfiddle Last L��i Month Dar ear
Residence Address 19341 Shady Harbor Circleeaid nce Telephone 536-9463
Business Address 15744 Golden West Street Business Telephone 895-8111
Hun in_ on Beach
How long a resident of Huntington Beach 16 years
• Occupation Director, Business Services
Employer Coast Community College District - Golden West College
Educational Background B.A ./M.A . Cal State Long Beach
Membership or License in Professional or Technical Associations Member - California
Association of School Business Officers (CASBO )
Do you possess any special skills
Civic Interests Committed to the welfare of our community and its
residents .
Membership in Civic and/or Service Organizations Past Commissioner - Community
Services Commission
Availability (Indicate whether you would be available to attend meetings during the day, evening only, etc-)
Available day or evening
Date Interviewed
P10 I i 78 Appointed
Why do you wish to serve on a volunteer board or commission and how will your qualifications best
serve the needs of the community?
I feel every citizen should serve his community. My experience
as Chief Fiscal Officer and Director of Maintenance and Operations
__. __qualify me for a position on the Public Facilities Corporation.
e
It is the policy of the City Council to make appointments to citizens' committees, boards and commissions
on the basis of.interest and qualifications of the applicant.
Information concerning a particular committee, board or commission is available from the Public Infor-
mation Office at 536-5511.
This application may be returned to the affice of the Mayor, P. O. Box 190, Huntington Beach, or to the
Public Information Office,2000 Main Street,first floor of the Administration Building of the Civic Center.
r. %
��PGN PUBLIC�q
�i14aStl1
Huntington Beach Public Facilities Corporation
CJ INCORPORAT[D �, 17371 Gothard Street ( j
Z NOV[MR[R 27.1970 y Huntington Beach, California 92647 A�t�
rt�y 'awn
Cq��Fp�N�P January 31 , 1986
J A N 3 i i�8u
To: Charles W.Thompson, City Administrator CITY OF HUNTINGTON BEACH
City Council Members ADMINIST,ftATIVE OFFICE
T am providing the below listed actions of the Board meeting
of January 29, 1986, in advance of preparing the complete
Minutes, for your information.
Mr. William Wamhoff resigned, via telephone call to the
undersigned, effective immediately; and the Board accepted
the resignation appropriate minute action.
The Board adopted a Resolution to set the time, place, and
dates of regular meetings, commencing March 26, 1986. Future
regular meetings will be at 4:OOP.M. , at the Civic Center,
on the last Wednesday of each month.
The Board called for a Special Meeting at 4:00 P.M. , at Civic
Center, on February 12, 1986; for the purpose of interviewing
applicants for the two vacancies. Currently, there are seven
remaining applications on file, and they will be notified of
the meeting by mail . For your information, the Maddy posting
was done on January 30th, as well as arrangements for and
�U mailing of a press release regarding the vacancies.
The Board requested that they be notified as to which Council-
person is the appointed PFC liaison, and if there is currently
(� no appointee would the Mayor please make the desired appointment.
The Board also agreed that primary liaison for the future
meeting arrangements and records keeping be Assistant Secretary,
Dan Villella and Recording Secretary, Shari Donoho from
Administrative Services.
d (0
Yj— C,
cc : Dan Villella
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N -
_CITY OF HUNTINGTON BEACH
y INTER-DEPARTMENT COMMUNICATION
To HONORABLE MAYOR RUTH_ BAILEY From GAIL HUTTON
AND MEMBERS -OF CITY COUNCIL City Attorney
Subjeci `- HUNTINGTON BEACH PUBLIC Date November 43 1985
FACILITIES CORPORATION --
UPDATE -
- CONFIDENTIAL
- - BACKGROUND:
When the Huntington Beach Public Facilities Corporation was formed
-to issue the bonds and enter into the lease/leaseback, the city
reserved no control over the corporation. This was rectified when
an amendment. to the by-laws was made early- on. This amendment
requ erer approval of the directors by the Council. The Board of
Directors have, now overstayed -their. terms. All members of the
Board have resigned except Directors Wamhoff and Nowlin. Wamhoff
and Nowlin are required to nominate the successors.
STATUS
Directors Wamhoff and Nowlin are proceeding to interview applicants
_-
for- appointment to the vacant director' s position at the November
_-_2T, :: 1985;--- meeting of the Board. If they fail to do so, the city
:.' could prevail upon the courts to appoint provisional directors to
perform Wamhoff and- Nowlin' s duties, pursuant to the California
- -- - Corporations Code.
-- - Since -.there_are-- now---only. two-directors, both of whom are on expired
= = terms,- iwould seem that their sole duty would be to appoint one
director on November 2T, subject to_ the approval of the City .
Council:= - -
_
-- - - -- Once =such= director has been approved, he should appoint a second
-director;'.subject to approval,-= who - shall thereafter join the first
- - in appointing A third, and so on. - -
This approach would require the resignation- of Wamhoff and Nowlin
u upon approval of their first appointee.
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r,�..GyP"'.s'•+Yi�•i. - IY'i Y -�-. •w - � 3- -ir::. a_.- 5' - • �i"": 4'•_ * ''sue-.aT r`.'�i !"-4��^ -6 •"Rs -L - j � "'t s "F- � t 3-. z.�i.,. � ..z-n
Honorable Mayor and City Council _ November 4,. 1985
Re. Public Facilities Corporation -' Update Page Two
if this procedure is not followed, it may be deemed a: breach of
- `.. trust actionable under Corporations Code 5142, which may be
brought by.
A person with a reversionary, contractual or
-_ property interest in the' assets subject to such --
charitable trust." .
_ - - o r 3,
"(5) any person granted relator status by the
Attorney General." -
Such "standing to sue" is now being pursued. by our staff. -. Addi-
tionally, if any appointment is not acceptable to the .City Council,
___ the validity of such appointment may be tested in superior court:
_"(a) Upon the filing of an action- therefor by any .
- person who had the right to vote in the (appointment)
at issue."
- - -'^Since the appointment of directors of the Public Facilities . Cor-
- poration is. subject to approval of the City Council, it would seem
that the Council is "a person who had the right to vote" within the
_ .... . meaning of the above-cited Corporations Code $ 5617.
RECOMMENDED ACTION:
1. Direct the secretary of -the P.F.C.--'to- transmit copies of all----- :: -
=- - -- -1 applications for- appointment as directors to the City Council for
- -
review forthwith.
-
_ = 2. Monitor. the selection on November 27, 1985, for immediate- -
approval or disapproval by - the City Council. --
- _
Recommend -a series of 'special meetings by the P.7- C. to
= ='= - accelerate the appointment and approval process outlined above:
Deputy City.- Attorney Arthur De La Loza has been assigned the
-_ responsilfty of attending the November 27 P.F.C.-meeting as my -•-- -
_ reprezentative and has ordered a court reporter for the purpose of
K establishing a record in the event such -recard is necessary for any��-_
action= mentioned above. - -
GAIL- HUTTON
City Attorney __ - -
-
j} 5
,. r cc: Charles W. Thompson y 3
-•
u- �` r.�. t—..� �, ->- -•'"--- .' _ -. ,,.,4,.�C,, y•r --s -_�, .i' F W -sc•�,-e -- -�e-•'sr- ..�� ...._ a �ti.rr .L,s r`;,�_,'
r �..--"s'b e��... a�„ � .$s r r '.°�-_ �=•.Yo"n' r- � �-33 �4.: '�S �- c._ _ _• -
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�.,.r,�'..�s ,Y .?ate � -- :7 ,4. '3 F.-..rr;.S��-+,..�.�'--%%V.1�. "`3�-����.Js.=�"�''w t .1+^-- i d,Js.�F �s--� �,,:ti;.-=`-•
ytii. 'fit ,.ten - ,,1 _ �-• �, �
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_. ter_- ` ?•` _vl '
Page 17 - Council Minutes - 1/21/86
BOYS CLUB ANNUAL AUCTION - 2/7/86
Councilman MacAllister invited everyone to the Boys Club Annual Auction to be
held Friday, February 7, 1986.
BOLSA CHICA LINEAR PARK
Councilman MacAllister referred to a letter from Robert G. Fisher, Director of
Planning, EMA, regarding "1966 Planning Activity on the Bols.a Chica Local
Coastal Program" as it relates to the Linear Park and which stated that the
Board of Supervisor's on December 18, 1985 unanimously approved the Bolsa
Chica Local Coastal Program (LCP) Land Use Plan with the modifications
required by the Coastal Commission. Councilman MacAllister requested staff to
stay up-to-date on the matter.
PFC MEMBERSHIP - REQUEST TO AGENDIZE FOR 2/3/86 COUNCIL MEETING
Councilman MacAllister stated his concern that Mr. Wamhoff is listed as a
Director in the minutes of the Public Facilities Corporation meetings. He
requested the matter be considered at the February 3, 1986 Council meeting.
HUNTINGTON BEACH PROMOTION STUDY
In response to an inquiry from Councilman MacAllister, the City Administrator
stated that action was being taken on portions of the huntington Beach Promo-
tion study and that perhaps the committee could meet again at a later date.
BEACH BLVD SUPER STREET - PUBLIC HEARING SCHEDULED 2/3/86
Councilman MacAllister informed Council he had Super Street books available
and that he supported all of the project except the proposed flyover at Warner
Avenue.
The City Administrator informed Council that the public hearing on the Super
Street was scheduled for February 3, 1986.
CENTRAL PARK AMPHITHEATER
Councilman Thomas cited problems the City of Costa Mesa was experiencing in
connection with their amphitheater and stated his concern regarding the pro-
posed amphitheater to be located in Huntington Beach Central Park.
GARDENERS ASSOCIATION REPORT RE LEAF BLOWERS - REFERRED TO STAFF
Councilman Thomas gave the City Administrator a packet of material from the
Southern California Gardener's Association, Inc. outlining mitigating measures
that could be adopted regarding back pack blowers used by gardeners. Council-
man Thomas requested staff to review the impact on the City should an ordi-
nance banning back pack blowers be enacted and that there be an alternate plan
to meet such an eventuality.
RESOLUTION N0. 5606
. ; A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH DISAPPROVING A NEWLY-ELECTED
BOARD OF DIRECTORS OF THE HUNTINGTON BEACH
PUBLIC FACILITIES CORPORATION
WHEREAS, the Huntington Beach Public Facilities Corporation
Bylaws, as set out in Article V, Section 1, page 11, provide that
the directors, elected or appointed in accordance with such bylaws
shall be deemed approved unless a resolution of disapproval is
transmitted to such corporation within thirty (30 ) days after the
City Council has received notice of an election; and
The Huntington Beach Public Facilities Corporation, by notice
of November 27, 1985, has informed this Council that three (3 ) new
members of the board of directors were elected and appointed on
November 27, 1985,
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Huntington Beach that it hereby expresses its disapproval
of the following named appointees :
1. William Wamhoff, Jr.
2. D. I . Nowlin
3.
PASSED AND ADOPTED by the City Council of the City of
Huntington Beach at a regular meeting thereof held on the 16th day
of December, 1985.
Mayor
ATTEST: APPROVED AS TO FORM:
City Clerk 12 _ _(,pity Attorney
REVIEW ND APPROVED-
4
4�
15
ps/12/16/85
Res. No. 5606
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss:
CITY OF HUM INGTON BEACH )
I, ALICIA M. WENTWORTH, the duly elected, qualified City
Clerk of the City of Huntington Beach, and ex-officio Clerk of the
City Council of said City, do hereby certify that the whole number of
members of the City Council of the City of Huntington Beach is seven;
that the foregoing resolution was passed and adopted by the affirmative
vote of more than a majority of all the members of said City Council
at a regular meeting thereof held on the 16th day
of December 19 85 by the following vote:
AYES: Councilmen:
Kelly MacAllister. Bailey Mandic. Finley. Green. Thomas
NOES: Councilmen:
None
ABSENT: Councilmen:
None
City Clerk and ex-officio Clerk
of the City Council of the City
of Huntington Beach, California
Page 2 - Council Minutes - 12/13/85
PFC BOARD APPOINTMENTS - INTERVIEWS CONDUCTED - WIGHT/FABER - RESOLUTION TO
BE. PREPARED
Don Kiser, Secretary to the Public Facilities Corporation (PFC), reviewed the
duties and responsibilities of Public Facility Corporation board members.
In response to questions by Council, Mr. Kiser stated that Council had no con-
trol over PFC funds. He stated there was approximately $4,500,000 in PFC
funds. He stated that the PFC board had acted to hold two years in reserve
and that they were actually required and must hold one year in reserve.
Discussion was held regarding methods whereby a portion of the PFC funds could
be returned to the city. Councilman MacAllister pointed out the need for new
elevators in the Civic Center.
Discussion was held between Council and Deputy City Attorney DeLaLoza regard-
ing the legality of Mr. Wamoff retaining his position on the board.
In response to questions by Council, Mr. Kiser stated that board members
Stephen Wight, Lorraine Faber and Susan Newman would retain their seats on the
PFC board unless Council adopted a resolution of disapproval within thirty
days following their appointment.
Discussion was held regarding the method of advertising for the vacant posi-
tions.
Council interviewed Stephen W. Wight.
Council interviewed Lorraine Faber.
Mayor Mandic informed Council that a -letter, with references, had been
received from Susan Newman.
Don Kiser informed Council regarding procedures followed when decisions were
made by PFC board members in the past on requests from Council for funding of
various projects. .
Mayor Mandic requested a report from staff regarding the balance in the vari-
ous PFC accounts and how much control the PFC has over those funds.
In response to questions from Council Mr. DeLaLoza stated that a City Attorney
Opinion, written two or three months ago, stated that when the new board mem-
bers were elected the other positions on the board were eliminated. He stated
that past board member Knowland had resigned his position when the three new
board members were elected.
Councilwoman Finley suggested that when Council accepts or rejects the new
board members that Mr. Wamoff be rejected.
Mr. DeLaLoza stated that, with a consensus of Council, Council could make
recommendations to the PFC.
Mayor Mandic directed staff to prepare a resolution of disapproval of PFC
board members leaving the space for names blank; the resolution to be prepared
for the December 16, 1985 Council meeting at which time Council will consider
the approval or disapproval of PFC board members.
Page 11 - Council Minutes - 11/18/85
The Director of Development Services presented a staff report.
The City Clerk presented Urgency Ordinance No. 2811 for Council considera-
tion - "AN INTERIM URGENCY ORDINANCE OF THE CITY OF HUNTINGTON BEACH PROHI-
BITING ISSUANCE OF BUILDING PERMITS FOR THE CONSTRUCTION OF MORE THAN ONE UNIT
DWELLING PER LEGAL BUILDING SITE WITHIN AN AREA PROXIMATE TO MAIN STREET
BETWEEN ELEVENTH AND PALM STREETS."
Following discussion, a motion was made by MacAllister, seconded by Kelly, to
deny Urgency Ordinance No. 2811. the motion to deny carried by the follow-
ing roll call vote:
AYES: Kelly, MacAllister, Bailey, Finley, Green, Thomas
NOES: Mandic
ABSENT: None
ORDINANCE NO 2804 - ADOPTED - PUBLIC LIABILITY INSURANCE FOR OVERLOAD
VEHICLES
The City Clerk presented Ordinance No. 2804 for Council consideration - "AN
ORDINANCE OF THE CITY OF HUNTINGTON BEACH AMENDING THE HUNTINGTON BEACH MUNI-
CIPAL CODE BY AMENDING SECTION 10.32.200 RELATING TO PUBLIC LIABILITY INSUR-
ANCE FOR OVERLOAD VEHICLES."
On motion by Kelly, second Bailey, Council adopted Ordinance No. 2804, after
reading by title, by the following roll call vote:
AYES: Kelly, MacAllister, Bailey, Mandic, Finley, Green, Thomas
NOES: None
ABSENT: None
URGENCY ORDINANCE NO 2810 - ADOPTED - AMORTIZATION OF NONCONFORMING ADULT
ENTERTAINMENT BUSINESSES - EXTENDS TIME TO 6 4 86
The City Clerk presented Urgency Ordinance No. 2810 for Council considera-
tion - "A URGENCY ORDINANCE OF THE CITY OF HUNTINGTON BEACH AMENDING HUNTING-
TON BEACH ORDINANCE CODE SECTION 9754.1 TO FURTHER EXTEND TIME FOR AMORTIZA-
TION OF NONCONFORMING ADULT ENTERTAINMENT BUSINESSES." (Extends to 6/4/86)
On motion by MacAllister, second Kelly, Council adopted Urgency Ordinance No.
2810, after reading by title, by the following roll call vote:
AYES: Kelly, MacAllister, Bailey, Mandic, Finley, Green, Thomas
NOES: None
AIISENT: None
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION - SELECTION OF DIRECTORS
The City Clerk presented a communication from the City Attorney regarding the
Huntington beach Public Facilities Corporation.
A motion was made by Kelly, seconded by MacAllister, to approve the following
action:
t
Page 12 — Council Minutes — 11/18/85
1. Direct the Secretary of the PFC to transmit copies of all applications
for appointment as directors to the City Council for review forthwith.
2. Monitor the selection on November 27, 1985, for immediate approval or
disapproval by the City Council.
3. Transmit recommendation to the PFC for a series of special meetings to
accelerate the appointment and approval process outlined above.
4. Calendar special City Council meetings for the purpose of approving or
disapproving appointees after each PFC meeting.
The motion carried by the following roll call vote:
AYES: Kelly, MacAllister, Bailey, Mandic, Finley, Green
NOES: Thomas
ABSENT: None
JOINT LIABILITY INITIATIVE MEASURE
Mayor Mandic informed Council that there was a petition being circulated on
the joint/several liabilities and urged all citizens to sign the petition.
.:y
COUNCIL CHAMBER SLIDE EQUIPMENT
Tt;e Mayor requested that staff test the slide projector before Council meet—
ings.
MANAGEMENT STUDY SESSION POLICE DEPT/CITY ATTORNEY'S OFFICE — CANCELLED
Following discussion, a motion was made by Mandic, seconded by Kelly, to
reconsider the motion made November 4, 1985 to schedule a study session for
December 2, 1985 to review the Management Study of the Police Department and
the City Attorney's Office. The motion to reconsider carried by the following
roll call vote:
AYES: Kelly, MacAllister, Mandic, Finley, Thomas
NOES: Green, Bailey
ABSENT: None
A motion was made by Mandic, seconded by Kelly, to cancel the study session to
review the Management Study of the Police Department and the City Attorney's
Office. The motion carried by the following roll call vote:
AYES: Kelly, MacAllister, ?Mandic, Finley, Green, Thomas
NOES: Bailey
ABSENT: None
The Mayor requested that copies of the study be provided to Council as soon as
they become available. It was suggested that a study session could be held
following review of the study.
f
G
Huntington Beach Public Facilities Corporation
17371 Gothard Street
Huntington Beach, California 92647
JANUARY 8, 1986
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION DATA SHEET
PRESIDENT: Stephen W. Wight 714-833-8680 (work)
20731 Reef Lane 714-963-2992 (home)
Huntington Beach, CA 92646
VICE PRESIDENT: Susan D. Newman 714-846-2038 (horue)
17102 Courtney Lane
Huntington Beach, CA 92649
SECRETARY/TREASURER: Lorraine Faber 213-431-7040 (work)
15271 Nottingham Lane 213-431-9440 (work)
Huntington Beach, CA 92647 714-897-3994 (home)
DIRECTORS: William Wamhoff, Jr. 213-595-7531 (work)
18341 Pammy Lane 714-847-6383 (home)
Huntington Beach, CA 92648
Alexander Bowie, Corporate Attorney 714-851-1300
4920 Campus Drive
Newport Beach, CA 92660
Mary Lee, Trust Officer 213-228-4146
Bank of America National Trust and
Savings Association
555 South Flower Street
Los Angeles, CA 90071
�PLN P U B l/C.c
Huntington Beach Public Facilities Corporation
CZ INCORrORATaO 17371 Gothard Street
Z NOVaMYaR :7.1970 rl cl� Huntington Beach, California 92647
04L IFORN�P
January 13, 1986
To: Board of Directors
From: Donald W. Kiser
Subject: HBPFC Meeting Liason
Please be advised that due to recent past differing personalities and
philosophies of the Board and City Council; and the developments of the
Board meetings into primarily financial and legal considerations, I have
reassessed my duties to the City and the Department, together with providing
primary meeting liason at the Board Meetings.
I currently have approximately thirty construction projects in progress at
one stage or another, in addition to providing administrative support for
four Divisions of Public Works and administration of several large annual
contracts for the City. The end result of the reassessment is that I do
not have the time to effectively provide liason support to the board,
particularly in the areas of finance and legal resolutions.
I will continue to maintain the past historical records of the Corporation
as well as the original and subsequent construction information records;
and I will be more than willing to assist in answering any inquiries that
the Board may have.
Therefore, I will appreciate the Board's acceptance, welcoming, and cooperation
with Dan Villella as the primary City liason for all Board Meetings as of
your January 29, 1986 Meeting. Mr. Villella will be assigning a Recording
Secretary from the Administrative Services Department to attend your meetings
and prepare the Minutes, and I will provide him all the assistance that he
feels may be necessary.
I will appreciate your understanding that time and committments do have limits,
and for one to perform effectively they must be appropriately matched and
prioritized.
Donald W. Kiser
Asst. Sec. HBPFC
- co
'J CITY OF HUNTINGTON BEACH
IB
p COUNCIL ADMINISTRATOR COMMUNICATION
HUNTINGTON BEACH - - - �
To HONORABLE MAYOR RUTH BAILEY and From RICH
To B RNARD
CITY COUNCILMEMBERS Asst. to City Administrator
Subject Agenda Item J-la Date November 15., 1985
Huntington Beach Public Facilities
.Corporation
Please find attached a revised request for City Council action. Please
insert this revised RCA in your agenda books for the November 18 'meeting.
Thank you.
RB:bb
Attachment
4
. I
I
REQUES) FOR CITY COUNCIL ACTION
Date November 6 , 1985
Submitted to:
M or a C ity Council
SubmittedbY G�utton,ity Attorney
Prepared by:
Subject: HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
Consistent with Council Policy? [x] Yes [ ] New Policy or Exception
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments:
BACKGROUND:
When the Huntington Beach Public Facilities Corporation was formed to issue
the bonds and enter into the lease/leaseback, the city reserved no control
over the corporation. This was rectified when an amendment to the by-laws
was made early on. This amendment required approval of the directors by
the Council. The Board of Directors have now overstayed their terms. All
members of the Board have resigned except Directors Wamhoff and Nowlin.
Wamhoff and ,Nowlin are required to nominate the successors.
.gTATUS:
Directors Wamhoff and Nowlin are proceeding to interview applicants for
appointment to the vacant director' s position at the November 27, 1985,
meeting of the Board. If they fail to do so, the city could prevail upon
the courts to appoint provisional directors to perform Wamhoff and Nowlin' s
duties, pursuant to the California Corporations Code.
Since there are now only two directors, both of whom are on expired terms,
it would seem that their sole duty would be to appoint one director on
November 27, subject to the approval of the City Council.
Once such director has been approved, he should appoint a second director,
subject to approval , who shall thereafter ,join the first in appointing a
third, and so on.
This approach would require the resignation of Wamhoff and Nowlin upon
approval of their first appointee.
If this procedure is not followed , it may be deemed a breach of trust
actionable under Corporations Code § 5142 which may be brought by the city.
FUNDING SOURCE: Not applicable
RECOMMENDED ACTION :
Direct the secretary of the P.F.C. to transmit copies of all applica-
..ions for appointment as directors to the City Council for review forth-
with.
2. Monitor the selection on November- 27, 1985, for immediate approval or
disapproval by the City Council .
P10 4184
Page Two
RECOMMENDED ACTION, continued :
3. Transmit recommendation to the P .F.C. for a series of special meetings
to accelerate the appointment and approval process outlined above.
4. Calendar special City Council meetings for the purpose of approving or
disapproving appointees after each P.F.C. meeting.
ALTERNATIVE ACTIONS:
Allow the two remaining directors to appoint all directors, subject to
Council approval and relinquish some of the control outlined above .
s_
N PUBLIC
Huntington Beach Public Facilities Corporation
a g - P
? 1NcoRvowwTeo y 9-000 Main Street • Post Office Box 190 • Huntington Beach, California_92648
i NOVEMBER 27,1970
Zy * RESOLUTION NO. 86-04
CACIFORN�P A RESOLUTION OF BOARD OF DIRECTORS
ESTABLISHING THE LOCATION OF THE PRINCIPAL
OFFICE AND PROVIDING FOR THE DATES, HOUR, AND
PLACE OF REGULAR MEETINGS
WHEREAS, ARTICLE I, Section I of the Bylaws of the Huntington Beach Public
Facilities Corporation authorizes the Directors to change the location of the principal_ office
of the Corporation;.and
WHEREAS, ARTICLE III, Section 5(A) of the Bylaws of the Huntington Beach Public
Facilities Corporation authorizes the Directors to provide for the dates upon which and the
hour and place at which regular meetings shall be held;
NOW, THEREFORE, BE IT:
RESOLVED, that the Board of Directors of the Huntington Beach Public Facilities
Corporation, hereby does establish the Principal Office of the Corporation to be fixed and
located at The Huntington Beach Central Library at 7111 Talbert, Huntington Beach,
California 92648;
RESOLVED, that the Board of Directors of the Huntington Beach Public Facilities
Corporation, hereby does fix the dates, hour, and place of regular meetings to be on the last
Wednesday of the first month of every quarter, commencing on January 28, 1987; to be at the
hour of 4:00 P.M.; and to be within the Central Library of Huntington Beach, California.
Dated: October 29, 1986
tephen,Wight, President '
Huntington Beach Public Facilities Corp.
Dan T. Villella, Asst. Secretary Lorraine Faber, Secr tary Treasurer
Huntington Beach Public Facilities Corp. Huntington Beach Public Facilities Corp.
APPROVED AS TO FORM:
Bowie, Arneson, Kadi and Dixon
an Arneson, Attorney for H.B.P.F.C.
2695j
N PUBL/C�q�
�ozs, Huntington Beach Public Facilities Corporation
Q INCORPORATED M 2000 Main Street • Post Office Box 190 • Huntington Beach, California 92648
i NOVEMBER 27.1970 -
rZ�y
cALIFORptP
AMENDMENT TO THE BYLAWS
OF THE
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
The following Amendment to the Bylaws of the Huntington Beach Public Facilities
Corporation was effected by a motion, duly seconded, and unanimously approved by the
Board of Directors at the regular adjourned meeting of December 8, 1986.
ARTICLE III, Section 3, Pages 6 and 7, entitled Election and Term of Office shall
be amended to read as follows:
Elections and Terms of Offices. The term of office of each Director shall be three
years and the terms shall be staggered so that one or more Directors shall be elected at
each annual meeting of the members held in June, provided (1) if any such June meeting is
not held or Directors are not elected thereat, the Directors may be elected at any
adjourned meeting or at any special meeting of the members held for that purpose, and (2)
if the authorized number of Directors is increased by an Amendment to Section 2 of this
Article, additional Directors shall be elected by the members at a regular or special
meeting held at the time of, or as soon as possible following, such amendment, and (3) at
the scheduled or adjourned meeting of June 1987, the Directors elected at such meeting
shall, promptly following such election, classify themselves by lot into three groups, which
shall have terms of office as follows: One (1) year term for one Director, two (2) year
term for two Directors, and three (3) year term for two Directors, and (4) elections
thereafter shall be for three year terms and shall be held to fill that number of member
positions expiring in a given year. Directors shall hold office until their respective
successors are elected. Election of Directors shall be by ballot if so demanded by any
member at any election before the voting begins; otherwise, the election may be made by
voice vote. Every member shall have the right to cumulate his votes at an election of
Directors and give one candidate a number of votes equal to the number of Directors to
be elected multiplied by the number of votes on the same principal among as many
candidates as he shall think fit. The candidates receiving the highest number of votes up
to the number of Directors to be elected shall be elected.
Dated: December 8, 1986
2854j
��PLN PUBLIC
Huntington Beach Public Facilities Corporation g
V• INCORPORATED X 17371 Gothard Street
z NOV[M�[R 2,,t�70 Cos Huntington Beach, California 92647
�
ty ao`'
CAL IF GOO,
RESOLUTION NO. 86-01
A RESOLUTION OF THE BOARD OF DIRECTORS
ESTABLISHING THE LOCATION OF THE PRINCIPAL
OFFICE AND PROVIDING FOR THE DATES, HOUR,
AND PLACE OF REGULAR MEETINGS
WHEREAS, ARTICLE I , Section 1 of The Bylaws of The Huntington
Beach Public Facilities Corporation authorizes the Directors to change
the location of the principal office of the Corporation; and
WHEREAS, ARTICLE III , Section 5(A) of The Bylaws of The
Huntington Beach Public Facilities Corporation authorizes the
Directors to provide for the dates upon which and the hour and place
at which regular meetings shall be held;
NOW, THEREFORE, BE IT:
RESOLVED, that The Board of Directors of The Huntington Beach
Public Facilities Corporation, hereby does establish the Principal
Office of The Corporation to be fixed and located at The Civic Center
of The City of Huntington Beach, at 2000 Main Street, P.O. Box 190,
Huntington Beach, California 92648;
RESOLVED, that The Board of Directors of The Huntington Beach
Public Facilities Corporation, hereby does fix the dates, hour, and
place of regular meetings to be on the last Wednesday of every month,
commencing on March 26, 1986; to be at the hour of 4:00 P.M. ; and to
be within The Civic Center of The City of Huntington Beach,
California.
Dated: February 26 1986
i
Presi nt, H.B.P.F.C".
Secretary, H.B.P.F.0
ATTES?��'" �� APPROVED .AS TO FORM:
-�r�:/� BOWIE & ISLEY
Dan Villella
Assistant Secretary,
H.B.P.F.C.
Attorney f r H.B.P F.C.
4
BOWIE & RISLEY
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
4920 CAMPUS DRIVE
NEWPORT BEACH, CALIFORNIA 92660
ALEXANDER BOWIE' AREA CODE 714
ROBERT L. RISLEY*
JOAN C. ARNESON
TELEPHONE 851-1300
TERRY E. DIXON
WILLIAM J. KAOI REF. OUR FILE
ROBERT A. ANDERSON
PATRICIA B. GIANNONE
ROBERT E. ANSLOW
*A PROFESSIONAL CORPORATION February 3, 1986
Mr. Donald W. Kiser
Assistant Secretary
Huntington Beach Public
Facilities Corporation
17371 Gothard St.
Huntington Beach, CA 92647
Re: Resolution No. 86-01; Brown Act
Dear Mr. Kiser:
In response to your letter to the undersigned of
January 31, 1986, we have reviewed the draft Resolution No.
86-01, which pertains to establishing the date, hour, place
of regular meetings of the Board of Directors of the
Corporation and have executed the original of that
Resolution approving it as to form. In this regard,
enclosed is the original Resolution.
Yours very truly,
BOWIE & RISLEY
By
Terry Dixon
TED:dv
enclosure
0 • 11T CITY OF HUNTINGTON BEACH
.� INTER-DEPARTMENT COMMUNICATION
HUHrn+ spa+
HONORABLE MAYOR RUTH BAILEY AND GAIL HUTTON
To MEMBERS OF THE CITY COUNCIL From City Attorney
Subject TEXT OF ORAL OPINION IN Date 18 June 1985
REGARD TO THE P.F.C. AND THE
EXPIRED TERMS OF THE DIRECTORS
I have reviewed the below listed documents relating to the
Public Facilities Corporation:
1. The Articles of Incorporation
2. The By-laws
:3. Minutes of past meetings
4 . Relevant portions of the California Corporations
Code in re: Non-Profit public corporations
It is my opinion that the Corporation is required by law
and its by-laws (copy of by-laws and amendments attached)
to annually elect five (5 ) new directors and seek the
approval of the City Council of their selection and that
this has not been done since 1977.
This omission means that none of the directors lawfully
hold office at the present time.
To compound the problem, it should be noted that the
California Corporations Code sets an absolute maximum for
the term for Directors to 3 years . California Corporations
Code �5220 (attached ) .
To correct this situation, maintain the continuity of the
Corporation and to allow the corporation to conduct its
business, the four (4 ) Directors whose terms have expired
should convene and elect five (5 ) new Directors. The names
of the Directors so elected shall be submitted to City
Council for approval as provided in the by-laws (Article V,
Section 1, Page 11 ) .
It should be r}oted that neither case law, the statute law
or the legal writers suggest a solution when all Directors
have exceeded their term of office, however, the rule of
common sense and necessity dictates the recommended course
of action.
r
Honorable Mayor a__s Members of the City Coui, L 1
Expired Terms of P.F.C. Directors
June 18, 1985
Page Two
California Corporations Code §5220(b) does provide that
each director shall hold office until his successor is
elected and qualified. In the case of a hold-over director
the tenure of hold-over directors should be limited to the
amount of time necessary to hold an election and obtain
council approval .
I have discussed this proposed procedure with attorneys in
the Attorney General' s office. They agreed that this was
the only reasonable course of action available to cure the
problem short of a legal proceeding to determine the rights
of the parties which would be a quo warranto action.
GAIL HUTTON
City Attorney
cc: Charles W. Thompson, City Administrator
Honorable Chairman Nowlin and Members of the Hurtincton
Beach Public Facilities Corporation
Robert Franz, Chief of Administrative Services
Rich Barnard, Assistant to the City Administrator
Don Riser, Secretary to the P.F.C.
Alicia Wentworth, City Clerk
Attachments: California Corporations Code §5220
PFC By-laws and Amendments
� w
-_ - Review of sd=
Amended Stars 1991 ch S87 4. I Review,d 1981
t981 Amendment Adds' subd (c)• _ 5221. Gm
Review-of 1981 Ixtisiatim 13 Pac li 384.
The board 7
of unsound
5220. Election and selection of directors; Term of office found by a
i (a) Except as provided in subdivision (d), directors shall be elected for such under Anti.
terns, not longer than three years, as are fixed in the articles or bylaws. director is
i However, the terms of directors of a corporation wltbout members may be missing a s
up to six-years. In the absence of any provision in the articles or bylaws, the ! number of r
term shall be one year. No amendment of the articles or bylaws may extend Amended Stan
the term of a director beyond that for which the director was elected, nor ` w.e■dne.=
4 may any bylaw provision increasing the terms of directors be adopted M A.e.aOM
without approval of the members (Section 5034). any be n ° vee
' (b) Unless the articles or bylaws otherwise provide; each director, including °1OGt
a director elected to fill a vacancy, shall hold office until the expiration of
i the term for which elected and until a successor has been elected and § 5.'.22- Rea
qualified- (a) Subject
(c) The articles or bylaws may provide for the election of one or more may be rem
directors b± the members of any class voting as a class.' - ( (1) In a cor
(d) Subdivisions (a) through Cc) notwithstanding, all or any portion of the by a majori-
directors authorized in the articles or bylaws of a corporation without { (2) In a ccr
jmembers and up to one-third of the-directors authorized in the articles or iby the mem
I.- bylaws of a corporation with members, may hold office by .virtue of (3) Ina ec
w designation or selection as provided by the articles or bylaws rather than by
b)
election by a member or members. Such directors shall continue in office for (b) E Ex of
t the term prescribed by the governing article or bylaw provision, or, if there
x
,= is no term prescribed, until the governing article or bylaw provision is duly (1) In a co-
amended or repealed, except as provided in subdivision (e) of Section 5222. cumulate th
A bylaw provision authorized by this subdivision may be adopted, amended, j may be r=
or repealed only by approval of the members (Section 5034), subject, .if so 1 against rem
provided in the bylaws, to the consent of the sufficient to
p person or persons entitled t_o ` �e same tc
designate or select any such director or directors. - f
(e) In computing the one-third limit set forth to subdivision (d) the I numbeWrItter of bay.
numbe
following directors shall not be counted either as designated or selected
directors or as authorized directors: - _ - - - _ - election b
(2) Whenb.
(1) Directors designated or selected by a government office; board, commis- class, voting
sion, department, agency or political subdivision. _ - --= -
is ,` a cam cm
RPOItATIONS CODE CORPORATIONS CODE
(2) Directors designated or selected by a person who is elected by the
except that neither members as an officer of the corporation. - -
concurrently as the
• (3) Directors appointed to fill vacancies on the board created by the death,
laws, officers shall be resignation or removal of directors.
board, subject to the wmedaad ' 1M ch 1155 ;s:State 1982 ch 5s7 4 s. _
)1Dyment Any officer 19�0 Amended subs (d) b, adding (1) -by a —mt-ar members' at the and d the first
corporation Without sentea=and tT the hat seated=-
rider any contract to lit AmendamOt(1)Added the second seated«of subd (ak(7)deleted the former last snatches of MW
(d) which red: -T%e article or bylaws d a corporatitsa w�ithart member may prt�vidc that direecots
may be e1st� are a mote terms of ap to sin years :add (3)mbsutated the mtroducu" dattse of
if any officers by the _ _
)e one year unless the subd ic)for the forme introductor7r wihich read "Ibe one-third limit set forth in subdivision (�
:ba11 not exceed three- does am apply to:-.
- _ Review of selected 1979 California I.epslation. 11 Pacific L7 307-
r �
BYLAWS
OF
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
ARTICLE I .
Principal Office
Section 1. Principal Office. The principal
office of the Corporation is hereby fixed and located at
The City Hall, Huntington Beach, California 92648 . The
Board of Directors is hereby granted full power and author-
ity to change said principal office from one location to
another in the County of Orange. Any such change shall be
noted by the secretary opposite this section, but shall
not be considered an amendment of these Bylaws.
ARTICLE II .
Members
Section 1. Classification of Members. There
shall be but one class of members of the Corporation, and
the rights , powers and privileges of all members shall be
equal .
Section 2. Qualification of Members ; Termin-
ation of Membershia. The persons who are directors of
this Corporation from time to time shall be the only
members of the Corporation, and upon ceasing to be a
director of this Corporation such person shall also cease
to be a member.
Section 3. Meetings of Mergers.
A. Regular Meetings . The Corpora-
tion shall provide for its regular meetings ; provided
that it shall hold at least one regular meeting in each
year. The dates upon which and the hour and place at
which any regular meeting shall be held shall be fixed
by resolution.
B. Ralph M. Brown Act. All meet-
ings of the Corporation, including without limitation,
regular, adjourned regular and special meetings, shall
be called, noticed, held and conducted in accordance
with the provisions of the Ralph M. Brown Act (commencing
with Section 54950 of the Government Code of the State
of California) .
2.
r
Section 4 . Quorum. The presence in person
or by proxy of a majority of the members of the Cor-
poration shall constitute a quorum for the transaction
of business at any meeting of members .
Section 5. Voting. The voting rights of
the members of this Corporation shall be equal. In the
election of directors each member shall be entitled to
cumulate his votes as set forth in Section 3 of article
II of these Bylaws .
Section 6. Property Rights . The members of
this Corporation shall have no property rights in the
assets of this Corporation, upon dissolution or other-
wise.
ARTICLE III.
Directors
Section 1. Powers . Subject to limitation of
the Articles of Incorporation, of the Bylaws , and of the
California General Nonprofit Corporation Law as to action
to be authorized or approved by the members , and subject
to the duties of directors as prescribed by the Bylaws,
3.
w
all powers of the Corporation shall be exercised by or
under the authority of, and the business and affairs
of the Corporation shall be controlled by, the Board
of Directors. Without prejudice to such general
powers , but subject to the same limitations , it is
hereby expressly declared that the directors shall have
the following powers, to wit:
First -- To select and remove all the
other officers, agents and employees of the
Corporation, prescribe such powers and duties
for them as may not be inconsistant with law
or the Articles of Incorporation or the
Bylaws, fix their compensation and require
from them security for faithful service.
Second -- To conduct, manage and con-
trol the affairs and business of the Corpora-
tion, and to make such rules and regulations
therefor not inconsistant with law or the
Articles of incorporation or the Bylaws , as
they may deem best.
4.
Third -- To borrow money and incur
indebtedness for the purposes of -he
Corporation, and to cause to be executed
and delivered therefor, in the name of the
Corporation, promissory notes, bonds ,
debentures, deeds of trust, mortgages ,
pledges, hypothecations or other evidences
of debt and securities therefor.
Fourth -- To appoint an Executive
Committee and other committees , and to
delecate to the Executive Committee any
of the power and authority of the Board
of Directors in the manacertent of the
business and affairs of the Corperation,
except the power to adopt, amend or
repeal Bylaws.
Section 2. Number and Qualification of
Directors. The authorized number of directors shall be
rive (5) , until changed by amendment of these Bylaws
duly adopted by the members amending this Section. All
Directors shall be residents of the City of Huntington
Beach.
5.
Section 3. Election and Term of Office.
The directors shall be elected at each annual meeting
of the members; provided (1) if any such annual meet-
ina is not held or directors are not elected thereat,
the directors may be elected at any special meeting
of the members held for that purpose, and (2) if the
authorized number of directors is increased by an
amendment to Section 2 of this Article, additional
directors shall be elected by the members at a special
meeting held at the time of, or as soon as possible
following, such amendment. Directors shall hold office
until their respective successors are elected. Elec-
tion of directors shall be by ballot if so demanded by
any member at any election before she voting begins ;
otherwise, the election may be by voice vote. Every
member shall have the richt tc cumulate h'6.s votes at
an election of directors and to give one candidate a
number of votes equal to the number of directors to be
elected multiplied by the number of votes which he is
entitled to cast, or to distribute his votes on the
same principal among as many candidates as he shall think
fit. The candidates receiving the highest number of
6.
votes uo to the number of directors to be elected shall
be elected.
Section 4 . Vacancies. Any vacancy in the
Board of Directors caused by the death or resignation
of any director, or in any other manner, may be filled
by a majority of the remaining directors or by a sole
remaining director. 11L the Board of Directors accepts
the resignation of a director tendered to take effect
at a future time, the Board shall have the power to
elect a successor to take office when the resignation
;s to become effective.
Section 5, Meetincs.
A. Rerular Meetinas . The Cc:-
poration shall provide for its regular meetings ; pro-
vided that it shall hold at least one regular meeting
each year. The dates upon which and the hour and
place at which any regular ^ieeting shall be held stall
be fixed by resolution.
B. Ralph M. Brown Act. All
meetings of the Corporation, including without limita-
tion., regular, adjourned regular and special meetings,
7.
shall be called, noticed, held and conducted in accord-
ance with the provisions of the Ralph X. Brown Act
(commencing with Section 54550 of the Government Code
of the State of California) .
Section 6. Quorum. A majority of the
authorized number of directors or three (3) directors ,
whichever number is greater, shall be necessary to
constitute a quorum for the transaction of business .
Every act or decision done or made by a majority of
the directors present at a meeting duly held at which
a quorum is present, shall be regarded as the act of
the Board of Directors unless a greater number be re-
quired by law or by the Articles of incorooration .
ARTICLE IN'.
Officers
Section 1. Officers. The officers of the
Corporation, who may also be directors, shall be a
president, a vice president, a secretary and a treasurer .
:'he Corporation may also have , at the discretion of the
Board of Directors, one or more additional vice presidents ,
8.
one or more assistant secretaries , one or more assistant
treasurers, and such other officer as may be appointed
by the Board of Directors . person may hold two or
more offices, except those of president and secretary.
Section 2 . Election. The officers shall be
chosen annually by the Board of Directors and each shall :
hold his office until he shall resign, be removed, or
otherwise disqualified to serve, or iiis successor shall
be elected and qualified.
Section 3. Removal and Resignation. Any officer
may resign, or may be removed with or without cause by the
Board of Directors at any time. Vacancies caused by death,
resignation or removal of any officer may be filled by
appointment by the Board of Directors , or by the president
until such appointment by the Board of Directors.
Section 4 . President. The president shall be
the executive officer of the Corporation, and subject to
the control of the Board of Directors , shall have general
supervision, direction and control of the affairs of the
Corporation. He shall preside at all meetings of members
and meetings of the Board of Directors .
Section 5. Vice President. in the absence or
0
disability of the president, the vice presidents in
order of their rank as fixed by the Board of Directors
or, if not ranked, the vice president designated by the
Board of Directors , shall perform all the duties of the
president, and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other
powers and perform such other duties as from time to
time may be prescribed for them respectively by the
Board of Directors or the Bylaws.
Section 6. Secretary. The secretary shall
keep at the principal office of the Corporation a book of
minutes of all meetings of directors and members, with the
time and place of holding, how called or authorized, the
notice thereof given, the names of those present at
directors ' meetings, the nwmber of members present or
represented at members ' meetings , and the proceedings thereof .
Section 7. Treasurer. The treasurer shall
keep and maintain adequate and correct books of account
showing the receipts and disbursements of the Corporation,
and an account of its cash and other assets , if any.
Such books of account stall at reasonable times be open
10.
to inspection by any member or director. The treasurer
shall deposit all monies of the Corporation with such
depositaries as are designated by the Board of Directors,
and shall disburse the funds of the Corporation as may
be ordered by the Board of Directors , and shall render
to the president or the Board of Directors , upon request,
statements of the financial condition of the Corporation.
ARTICLE V.
City of Huntington Beach
Section 1. Approval of Directors . The City
Council of the City of Huntington Beach shall approve
the appointment or election of all Directors of this
Corporation. Such approval shall be by minute order or
resolution.
Section 2 . Notice of Meetings . Notice of all
meetings of the Board of Directors shall be given to the
City in writing in the sane manner as notices are given
to the Directors of this Corporation. Notices shall be
directed to the City Manager, P. 0. Box 190 , Huntington
Beach, California 92648 . Failure to give such notice
shall not in any way invalidate any action taken by the
11.
Board of Directors at any such meeting. Notice of
action taken without a meeting in accordance with Sec-
tion 8 of Article II hereof need not be given.
Section 3. Participation of the City. Officers
of the City of Huntington Beach shall have the right to
attend meetings of the Corporation 's Board of Directors
and make recommendations to the Board.
ARTICLE VI .
Miscellaneous
Section 1. Execution of Documents. The Board
of Directors may authorize any officer or officers, agent
or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Corporation
and such authority may be general or confined to specific
instances ; and, unless so authorized by the board of
Directors , no officer, agent or other person shall have
any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit or to render
it liable for any purpose or to any amount.
Section 2 . Inspection of Bylaws . The Corporation
shall keep in its principal office the original or a copy
of these Bylaws , as amended or otherwise altered to date,
12.
certified by the secretary, which shall be open to in-
spection by the members at all reasonable times during
Office hours.
Section 3 . Annual Report. The annual report
referred to in Section 3006 of the Corporation Code of
California is expressly dispensed with.
Section 4 . Construction and Definitions.
Unless the context otherwise requires , the general pro-
visions , rules of construction and definitions contained
in the California General Nonprofit Corporation Law shall
govern the construction of these Bylaws .
ARTICLE VI I.
Amendments
Section 1. Powers of Members. New Bylaws may
be adopted or these Bylaws may be amended or repealed by
the vote of members entitled to exercise a majority of
the voting power of the Corporation, or by the vote of a
majority of a quorum at a meeting of members duly called
for the purpose, except as otherwise provided by law or
by the Pxticles of Incorporation.
13.
Section 2. Power of ri ectors . Subject to
the right of the members as provided in this Article to
adopt, amend or repsai'-.Bylaws , any Bylaw other than a
Bylaw or amendment thereof changing the authorized
number of directors may be adop d, amended or repealed
by the Board of Directors .
14 .
Or THE
illi N-, I t4-U-10N Iiuf:vl, PUDLIC FAC'J LITIES COr CRAT10N
, he ;"ol-lowing Amendments to the Bylaws of the '-l_,ntington Beach
�.,'.. : 4'a' i lities Corporation we duly motioned, seconded , and
u'.. r.� m! u� '} a}-proved by a quorua^, of the Board of Directors at the
};ef-.11ar Mleeting of October 29, 1975•
! 11 - Section 2, Page 5 - ?:umber and Qua i`'ication of
Add t0 the last line - �' a- rile time of appointment" .
:�! r f re , in its entirety, Section 2 of Art is le -M shad be
.:'•1'?i•,Cl�"� Lo read as follows.
1..,ml er and nualific2tion of Directors. The authorized number
jJ-re c- _)rs shall be five (5 ) , until changed by amendment of these
du'} ' =adopted by the members amending this Section. All
:}j r-�' _ r. h l' be reS1Jents of the City of Huntin€tor. Beach at the
appointment .
, ..;e V 1 , rage 11 - Aprroval of D r.cL:>r=
Sec'_ o:. 1 s=� 1 be ae_eted ar,
a1 d replaced as _c_lows :
re to"s Directors , elected or appoin-.t::d in
Y 1,i. ',hc-' :,'laah s of ;,hQ Corpoy-atlon, acid _.. accor:a:.Ce
V1•%i0? C> _ he ?.ri:i^.le: Of 1.',COr D�rat1U:: !! it tire'
`i` i nr- on Beach ?UG1_c Facilities Corp::rat�on
., . ,, !.. c'.. i nlembt� : : of the Corporation, sh211 be oeeme� approved
! 'r ^•r.-i)I,C O: the City Of Hun' �riFtCri tj�o^r , va �1f orr.ia,
-1 r save:Dyed by P.esclution transmitted or delivered
t �i I+' -r i•rr C'` ile Huntinaton, Rear Fu 'l-c Facilities Corporation ,
days after 1�oti ce of sucl; elector: or arnointment
Any elected or appointed Director shall serve
or Director and n,r;m;:e, Corp oration
i1r elution of Dls; pproval has he'.• re:eyed and
o... ci oI' Directors of the B0. Ch ?-bl-c
t
A11 LctJ7,"l5 of an. C ;CC . e.� Or a�-n ,in C:
I ,rr .`;'.dct, time u tC;!: );1. .. 11i:.'y i ` feet
votes of those members of tire Board , excluding
�PLH PUB(�C� :
0 q
o�. Huntington Beach Public Facilities Corporation
-INCORPORATED inPost Office Box 190 . Huntington Beach, California 92648 -
Npy[1ASER ,7.1970
r On ,
�y �a RESOLUTION NO.
�A(IF QFN�P
BOARD OF DIRECTORS A RESOLUTION OF THE BOARD OF DIRECTORS
It. Dudley Boyer ESTABLISHING THE 'LOCATION OF THE PRINCIPAL
IUyrnond Bunker OFFICE AND PROVIDING FOR THE DATES, HOUR,
Brander D.Cattle AND PLACE OF REGULAR MEETINGS
Lam L.Curran
Robert N.Polir
`-'r.EREAS, ARTICLE I , Sect ion 1 of The Bylaws of The Hurst_ ington
Beach, Public Facilitses Corporation authorizes the Directors to
change the location of the principal office of the Corporation; and
WHEREAS, ARTICLE III , Section 5 (A) of The Bylaws of The
Huntington Beach Public Facilities Corporation authorizes the
Directors to provide for the dates upon which and the hour and
place- at which regular- meetings shall be held; ,
N0v , THEREFORE, BE IT
RESOLVED, that The Board of Directors of The Huntington
Beach Public Facilities Corporation, hereby, establish the
Pr1nc-i pal Office of The Corporation to be fired and located at
The Corporation Yard of The City of Huntington Beach, at 17371
Gotha.rd Street , P.O. Box 190, Huntington Beach, California, 92648;
RESOLi'ED, that The Boards of Directors of The Huntington
Beach Public Facilities Corporation, hereby, fix the dates, hour,
and place of regular meetings to be on the last Wednesday of
every other month, commencing the count on April 28, 1976; to
be at the hour, of 3 :00 P.M. ; and to- be within The Administration
Building of The Corporation Yard, of The City of Huntington Beach,
Calif ornia.
Dated
President ,- H.B.P.F. C.
.5ecretary,,- H.B-.P:F.C.
ATTEST:
Donald' W. Kiser'
Assistant Secretary,
`H PUB(�C
o� Huntinaton Beach Public Facilities Corporation
L7 INCOQ�OFI•TED
Post Office Box 190 Huntington Beach, California 92648
NOVEMBER 27.1970
oy Sao
4'A(IFORN�P
BOARD OF DIRECTORS
R.Dudley Boyce
Raymond Bunker
Brander D.Critic
Larry L.Curran
Robert n.PoDy
HAIVER OF NOTICE OF =MPING OF THE BOARD OF DIRECTORS
OF THE HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
FOR THE PURPOSE OF AMENDING BYLAWS AND APPOINTING NEW
DIRECTORS.
The undersigned R. Dudley Boyce , Raymond Bunker, Brander D. Castle ,
and Larry L. Curran, being Directors of The Huntington Beach Public
Facilities Corporation, hereby waive notice of and consent to the
holding of a regular meeting of the Board of Directors held in the
City of Huntington Beach, California, on April 28 , 1976 , at 3 :00 P.M.
Further, the undersigned hereby ratify the actions of the indi—
vidual Directors in their amending the Bylaws, and in their appoint—
ment of new Directors to fill vacancies on the Board.
This ratification shall have retroactive effect to the time
when the action by the individual members of the Board was originally `
taken.
The undersigned further direct that this waiver, consent, , and
ratifications be part of the minutes of the April 28, 1976 meeting
for the purpose of confirming that any business transacted at the
meeting is as valid as though made at a meeting duly held after
regular call and notice.
Director Date Director Date
Director Date Director Date
"ENDKE;NTS TO THE BYLAWS
OF THE
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
The following Amendments to The Bylaws of The Huntington
Beach Public Facilities Corporation were effected by a motion,
duly seconded, and unanimously approved by a quorum of The Board
of Directors at the regular meeting of April 28, 1976.
ARTICLE VII ,• Section 2 , Page 14, entitled Power. of Directors
shall be repealed in its entirety and omitted from the Bylaws.
ARTICLE III, Section 2, Page 5 , erti�led Number and
Qualification of Directors ; and amended on October y, s 75 ,
snail be amended to read as follows:
Number and Qualification of Directors. The authorized number
of Directors snail ne seven M , until cnanged by amendment of
these Bylaws duly adopted by the members amending this Section.
All Directors shall be residents of The City of Huntington Beach
at the time of their appointment.
Dated: April 28, 1976
CD
�'�, Huntington Beach Public Facilities Cor oration
m 17371 Gothard S* reet
,o 'lHuntington Beach , California 92647
Qa AlMEP DRENT TO THE B`_'LAVIS
OF THE
HU2TIN3TON BEACH PUBLIC FACILITIES CORPORATION
The following I-Qnendment to the Bylaws o"LE The Huntington Beach
Public Facilities Corporation was effected by a motion , duly
seconded, and unanimously approved by a quorum of The Board of
Directors at -the regular meeting of May 30 , 1979 .
ARTICLE III , Section 2 , Page 5 , entitled Number and
�„>.:alification of Directors ; amended on October 29 , 1975 , and
amended on April 28 , 1976 ; shall be amended to read as follows :
Number and Qualification of Directors. The authorized number
nf. Directors shall be five (5) , until changed by amendment of
these Bylaws duly adopted by the members amending this Section.
All Directors shall be resident-. of T;�e C1ty of Huntington Beach
V the time of their appointment.
Dated : May .30 , 1979
SUMMARY OF INFORM .TION PEGRPOINr H.B.P.F.C. DIRECTORS
DATE OF DATE OF DATE OF DATE OF
DIRECTOR APPOINTMENT RESIGNATION ACCEPTANSE APPLICATION/RESUME RESIGNATION LETTER NOTES
Donald R. Hodgman 11-27-70 01-25-71 Incorporating '"irec
Stephen J. Stern 11-27-70 01-25-71 "
Frederic P. Sutherland 11-27-70 01-25-71 "
William D. Armstrong 01-25-71 10-29-75 01-07-71 10.-14-75
R. Dudley Boyce 01-25-71 03-30-77 June 1971 03-17-77
Larry L. Curran 01-25-71 02-23-77 02-23-77
William Ritter 01-25-71 08-25-71 08-14-71
Darrell Ward 01-25-71 10-29-75 11-16-71 10-03-75
Robert Polly 10-27-71 02-25-76
Raymond Bunker 10-29-75 03-30-77
Brander Castle 10-29-75 10-26-77 09-28-77 went to 7
Ruth Bailey 04-28-76 04-26-78 03-24-76 04-20-78 04-28-76 members
Jerry Sapp 04-28-76 05-29-35 05-20-85
James R. Wheeler 04-28-76 05-04-76 (N/A) Declined
Dennis De La Paz 07-28-76 08-25-76 07-21-76 08-25-76
X Mary Ellen Houseal 10-27-76 07-29-76 1
Alexander Bowie 10-27-76 10-21-76 Retained Attorney
William R. Wilson 03-20-77 05-30-79 04-03-79 5-30-79 back to 5
X William F. Wamhoff, Jr. 03-30-77 03-28-77 members
X Anton Teixeira 03-30-77 03-22-77
X D. L. Nowlin 01-25-78 11-09-77
-low G9 pFc
CITY OF HUNTINGTON BEACH
INTER-DEPARTMENT COMMUNICATION
HUNTINGTON BEACH
To HONORABLE MAYOR ROBERT MANDIC From GAIL HUTTON
AND MEMBERS OF THE CITY COUNCIL City Attorney
Subject PUBLIC FACILITIES CORPORATION Date December 16, 1985
Resolution
& & 00�
Attached is the resolution requested at your meeting of
December 13, 1985.
y�
A�
qioL
AIL H TON
City Attorney
Attached
fr -
RESOLUTION NO. 5606
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
_ HUNTINGTON BEACH DISAPPROVING A NEWLY—ELECTED
BOARD OF DIRECTORS OF THE HUNTINGTON BEACH
PUBLIC FACILITIES CORPORATION
WHEREAS , the Huntington Beach Public Facilities Corporation
Bylaws, as set out in Article V, Section 1, page 11, provide that
the directors, elected or appointed in accordance with such bylaws
shall be deemed 'approved unless a resolution of disapproval is
transmitted to such corporation within thirty (30 ) days after the
City Council has received notice of an election; and
The Huntington Beach Public Facilities Corporation, by notice
of November 27, 1985, has informed this Council that three (3 ) new
members of the board of directors were elected and appointed on
November 27, 1985,
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Huntington Beach that it hereby expresses its disapproval
of the following named appointees :
1. William Wamhoff, Jr.
2. D. I . Nowlin
3.
PASSED AND ADOPTED by the City Council of the City of
Huntington Beach at a regular meeting thereof held on the 16th day
of December, 1985.
Mayor
ATTEST: APPROVED AS TO FORM:
City Clerk _&ty Attorney
REVIEW ND APPROVED-
47,04
i y
ps/12/16/85
�w
Res. No. 5606
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I , ALICIA M. WENTWORTH, the duly elected, qualified City
Clerk of the City of Huntington beach, and ex-officio Clerk of the
City Council of said City, do hereby certify that the whole number of
members of the City Council of the City of Huntington Beach is seven;
that the foregoing resolution was passed and adopted by the affirmative
vote of more than a majority of all the members of said City Council
at a regular meeting thereof held on the 16th day
of December 19 85 by the following vote:
AYES: Councilmen:
Kelly, MacAllister, Bailey, Mandic. Finley. Green. Thomas
NOES: Councilmen:
None
ABSENT: Councilmen:
None
City Clerk and ex-officio Clerk
of the City Council of the City
of Huntington Beach, California
RESOLUTION N0. 5606
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH DISAPPROVING A NEWLY-ELECTED
BOARD OF DIRECTORS OF THE HUNTINGTON BEACH
PUBLIC FACILITIES CORPORATION
WP:EREAS, the Huntington. Leach Public Facilities Corporation
Bylaws, as set out in Article V, Section 1, page 11, provide that
the directors, elected or appointed in accordance with such bylaws
shall be deemed approved unless a resolution of disapproval is
transmitted to such corporation within thirty (30 ) days after the
City Council has received notice of an election; and
The Huntington Beach Public Facilities Corporation, by notice
of November 27, 1985, has informed this Council that three (3 ) new
members of the board of directors were elected and appointed on
November 27 , 1985,
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Huntington Beach that it hereby expresses its disapproval
of the following named appointees :
1. William Wamhoff, Jr.
2. D. I . Nowlin
3.
PASSED AND ADOPTED by the City Council of the City of
Huntington Beach at a regular meeting thereof held on the 16th day
of December, 1985.
Mayor
ATTEST: APPROVED AS TO FORM:
i
City Clerk Attorney /
REVIEW~ ND APPROVED•
y
ps/12/16/85
• y Res. No.
5606
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) s s:
CITY OF HUNT INGTON BEACH )
I , ALICIA M. tdENTWORTH, the duly elected, qualified City
Clerk of the City of Huntington beach, and ex-officio Clerk of the
City Council of said City, do hereby certify that the whole number of
members of the City Council of the City of Huntington Beach is seven;
that the foregoing resolution was passed and adopted by the affirmative
vote of more than a majority of all the members of said City Council
at a regular meeting thereof held on the 16th day
of December 19 85 by the following vote:
AYES: Councilmen:
Kelly. MacAllister. Bailey. Mandic. Finley. Green, Thomas
NOES: Councilmen:
None
ABSENT: Councilmen:
None
City Clerk and ex-officio Clerk
of the City Council of the City
of Huntington Beach, California
REQUEoT FOR CITY COUNC..,- ACTION
Date T)Pt--PmhPr 120 19R5
Submitted to: Honorable Mayor and City Council
Submitted by: Charles W. Thompson, City Administrator
Prepared by: Richard Barnard, Assistant to the City Administrator
Subject: APPROVAL OF CANDIDATES FOR THE PUBLIC FACILITIES
CORPORATION BOARD OF DIRECTORS
Consistent with Council Policy? [ Yes [ ] New Policy or Exception
Statement of Issue, Recommendation,Analysis, Funding Source, Alternative Actions, Attachments:
STATEMENT OF ISSUE:
The remaining members of the Public Facilities Corporation's outgoing Board of
Directors has submitted three names to the City Council for approval to sit as new
members of the Public Facilities Corporation Board of Directors. A Decision by the City
Council approving or disapproving these candidates is needed by December 27th. No
action by the City Council within 30 days of the notice of election or appointment of
individuals by the PFC Board will result in the three individuals recommended for the
Board of Directors of the PFC to be automatically approved.
RECOMMENDATION:
Approve or disapprove one or more of the candidates recommended by the Public
Facilities Board of Directors.
ANALYSIS:
The remaining PFC Board Directors, in an action taken November 27, 1985, selected and
submitted three candidate names to the City Council for consideration and approval as
new PFC Board Directors. The City Council may take action to approve one or more of
the three candidates or to disapprove all three candidates submitted and request
additional names be submitted to them for consideration. Candidates that are
disapproved by the City Council will be the subject of action by the PFC Board of
Directors at its next scheduled meeting. Once the City Council approves at least one new
PFC Board of Director member, a successor to the sole remaining director, Mr. Wamoff,
shall be deemed elected. This will result in the automatic replacement of Mr. Wamoff
since his term has already expired. The first order of business for the new PFC Board of
Directors will be to identify additional candidates to be presented to City Council for
approval until a total of five Directors are seated.
The staff has completed a set of recommended criteria to assist the City Council in the
deliberation as to the viability of candidates that are presented to them for the position
of Public Facilities Corporation Directorship. The recommended criteria to be used
either singly or in combination are:
1. A candidate that has in-depth knowledge and experience in
managing the financial affairs of either a complex business or
financial institution.
2. A candidate that is recognized as a professional leader who
either works or lives within the community and has a proven track
record of leadership, integrity, and responsibility. /
PIO 4/84
3. A candidate that is apolitical.
4. A candidate that has knowledge and experience with
investment practices of large sums of money who can provide
advice an guidance to banks who hold PFC funds.
5. A candidate who has knowledge and experience with long term
debt financing (e.g., lease hold mortgage bonds).
Under Article 5, Section 3, of the PFC By-laws the City Council has the right
to recommend candidates to the PFC Board of Directors for their
consideration.
FUNDING SOURCE:
No funds required.
ATTACHMENTS:
Huntington Beach Public Facilities Corporation Director Applicants list
RB:pj
H.B.P.F.C. DIRECTOR APPLICANTS
1 . Warren G. Hall - attended 9-25-85 meeting - abse.nt 11-27-85
meeting (letter)' -- statement
2. Frank H. Tostado - absent 9-25-85 & 11-27-85 meetings no statement
3. Gene J . Farrell - absent 9-25-85 & 11-27-85 meetings no statement
r 4. Stephen W. Wight - attended 9-25-85 & 11727-85 meetings -
statement - nominated`. .
5. Lorraine Faber - attended 9-25-85 meeting - absent 11-27-85
meeting - statement - nominated
6. Lance B. Eliot - attended 5-25-85 meeting - absent 11-27-85
meeting, - statement
7. Joseph J. Garafalo - absent 9-25-85 meeting - attended
11-27-85 meeting - statement
8. Ivor M. Grant - absent 9-25-85 meeting - attended 11-27-85
meeting - statement
+� 9. Robert B. Beck - Absent 9-25-85 & 11-27-85 meetings - letter
no statement
10. Mark T. Lambert - attended 9 .25-85 meeting - declir.- -
statement
11 . Jacques Cools - declined - absent both meetings - no
statement
12.' Susan Newman - absent 9-25-85 meeting - attended 11-27-85
meeting - statement - nominated
��PGN PUBLIC�
Huntington Beach Public Facilities Corporation
Q INCORPORATno ;T `17371 Gothard Street
NCveman Huntington Beach, California 92647 f.0
e
CAIIFORO" December 2, 1985 . ,
Mr. Charles W. Thompson,
City Administrator, and
City Council Members
Please be advised that the Board of Directors of the
Huntington Beach Public. Facilities Corporation held their
regular adjourned meeting on November 27, 1985 , at which meeting
they nominated and selected three new Directors from a list of
twelve applicants, to fill the vacancies on the Board.
The newly appointed Directors are as follows, with a point
being made at the meeting that they are in noway are they to be
considered to be in any preference order: .
Mr. Stephen Wight
Mrs. Lorraine Faber
Mrs. Susan Newman
Following a past customary procedure, each appointee will
be mailed a letter for their confirmation in writing of
acceptance of the appointment. _
Please advise should _any questions arise.
Very truly yours,
Donald W. Kiser 11FC 2 1985
Assistant Secretary, HBPFC
CITY OF HUNTINUTON BEACH
CITY COUNCIL OFFICE
lb-
Eiji
0 CITY OF HUNTINGTON BEACH
INTER-DEPARTMENT COMMUNICATION
WWWOCTON
Fin/ey
To :HONORABLE MAYOR, MEMBERS OF THE From GAIL HUTTON
CITY COUNCIL; CHARLES W. THOMPSON City Attorney
Public Facilities Corporation- December 2, 1985
Subject . Date
On Wednesday, November 2T, 1985, the Public Facilities Corpora— _
tion, by its remaining Board of Directors, Wamhoff and Nowlin,
selected three directors for approval by the City Council. The
Council may now approve one, two, or all three of such directors
in order to continue the process outlined in our Request for
Council Action of November 6, 1985.
By copy hereof, we hereby request that the secretary of the Public
Facilities -Corporation, Don Kiser, transmit copies of each suc—
cessful application to the City Council forthwith.
GAIL H TON
City Attorne,
cc : Don Kiser
REQUE OR CITY COUNC�CTION
6��c
Date November 6 , 1985
Submitted to: yor and City Council APPRovED BY cTl 1
p�NGIi;
G
�/P
Submitted by: a i l Hutton,
`"'"`--•-•��:...1 �yb5
City Attorney
Prepared by:
CITE' CL ..
Subject: HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
Consistent with Council Policy? [4 Yes [ ] New Policy or Exception
Statement of Issue, Recommendation,Analysis, Funding Source,Alternative Actions,Attachments:
BACKGROUND:
When the Huntington Beach Public Facilities Corporation was formed
to issue the bonds and enter into the lease/leaseback , the city
reserved no control over 'the corporation . This was rectified by
an early amendment to the by-laws . This amendment required
approval of the directors by the Council . The terms of the
current members of the Board of Directors have expired , and those
members remaining are now serving only until their successors are
appointed . (Corporations Code S 5220 ) . All members of the Board
have resigned except directors Wamhoff and Nowlin . Wamhoff and
Nowlin are required to nominate the successors .
STATUS :
Directors Wamhoff and Nowlin are proceeding to interview
applicants for appointment to the vacant directors ' positions at
the November 27 , 1985, meeting of the Board . If they fail to do
so , the city could prevail upon the courts to appoint provisional
directors to perform Wamhoff and Nowlin' s duties , pursuant to
California Corporations Code S 5225 .
Since there are now only two directors , both of whom are serving
on expired terms , it would seem that their sole duty would be to
appoint one or more directors on November 27 , subject to the
approval of the City Council .
The remaining directors may fill the existing vacancies on the
Board , subject to your approval . Corporations Code § 5224
provides that vacancies may be filled by a majority of directors
then in office , whether or not less than a quorum, or by a sole
remaining director . This procedure is consistent with the PFC' s
by-laws .
As an alternative to filling all vacancies , the existing Board
members may prefer to appoint one director . Upon his or her
approval by Council , Wamhoff and Nowlin could resign, and the new
director could proceed to work with Council to fill the remaining
vacancies .
PIO 4/84
,
db
RCA - HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
November 6, 1985
Page 2
If the current directors do not take appropriate action to appoint
acceptable directors , it may be deemed a breach of trust
actionable under Corporations Code S 5154, which suit may be
brought by the city.
FUNDING SOURCE: Not applicable
RECOMMENDED ACTION:
1 . Direct the secretary of the PFC to transmit copies of all
applications for appointment as directors to the City Council for
review forthwith .
2 . Monitor the selection on November 27 , 1985 , for immediate
approval or disapproval by the City Council .
3 . Transmit recommendation to the PFC for a series of special
meetings to accelerate the appointment and approval process
outlined above .
4 . Calendar special City Council meetings for the purpose of
approving or disapproving appointees after each PFC meeting.
1010L
• z REQU FOR CITY COUN ACTIO EN
- to g OOPC�,�. 'dam
Date August 15, 1985
Submitted to: HONORABLE RUTH BAILEY AND MEMBERS OF THE CITY COUNCIL
Submitted by: CHARLES W. THOMPSON, City Administrat r ED By CITY
CC,vi�t..
Prepared by: GAIL HUTTON, City Attorney
Subject: DIRECTORS OF THE PUBLIC FACILITIES C
CITY CLERK
Consistent with Council Policy? ] Yes [ ] New Policy or Exception -
Statement of Issue, Recommendation,Analysis, Funding Source, Alternative Actions,Attachments:
STATEMENT OF ISSUE:
The deadline for a City Council resolution to disapprove of the newly
re-elected Directors of the Huntington Beach Public Facilities
Corporation is September 4, 1985. No Council action for 30 days would
deem the re-elected officers approved.
RECOMMENDATION:
Adopt Resolution 5557 by September 4, 1985 if the Council disapproves
of all of the Directors of the Huntington Beach Public Facilities
Corporation.
ANALYSIS:
The Huntington Beach Public Facilities Corporation has re-elected its
Directors for another year ' s term. There is nothing in the State law
or the Corporation' s bylaws that limits the amount of terms a Director
can serve.
According to Article V, Section 1, of the Public Facilities
Corporation' s bylaws, as amended on October 29, 1975, Directors are
deemed approved by the Council unless expressly disapproved by
resolution. Such resolution must be transmitted or delivered to the
Public Facilities Corporation within thirty ( 30) days after notice of
the election is given to the Council.
Notice of the Public Facilities Corporation election was given to the
Council on August 5, 1985. The Council must transmit or deliver to
the Public Facilities Corporation a resolution of disapproval by
September 4, 1985. This, of course, is only necessary should the
Council desire to disapprove of one or more of the newly re-elected
Directors.
FUNDING SOURCE: N/A
ALTERNATIVE ACTIONS:
The Council ' s alternative is to take no action. In the absence of the
Council ' s action the Directors will be automatically approved.
ATTACHMENT: Resolution No. 5557.
P10 4/84
F
Huntington Beach Public Facilities Corporation
c� INCORPORATED 17371 Gothard Street
z "MOVEMBER 27.1970 Huntington Beach, California 92647 .
�.
i �.l
August 5, 1985
TO: City Council and Charles Thompson, City Administrator
Please accept this letter as notification that on July 31, 1985 following
nominations motioned and seconded, the Board of Directors elected and
appointed the following members of the Corporation to be Directors for
the term of one year; and further reaffirmed the January 30, 1985
election of Officers, noted alongside.
D. L. Nowlin - Director - President
Anton Teixeira - Director - Vice President
Vary Ellen Houseal - Director - Secretary/Treasurer
William Wamhoff, Jr. - Director
The Board expressed intention to interview for the purpose of electing
and appointing a Director to fill the fifth membership vacancy at their
next meeting.
Very truly yours,
Donald W. Kiser
Assistant Secretary - HBPFC
DWK:mj
cc: Alexander Bowie
I
C1 C� µU '�'ol-p=F���
r
RESOLUTION NO. 5557
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH DISAPPROVING A NEWLY-ELECTED
BOARD OF DIRECTORS OF THE HUNTINGTON BEACH
PliBLIC FACILITIES CORPORATION
WHEREAS, the Huntington Beach Public Facilities Corporation
Bylaws, as set out in Article V, Section 1 , page 11, provide
that the directors, elected or appointed in accordance with
such bylaws shall be deemed approved unless a resolution of
disapproval is transmitted to such corporation within thirty
( 30 ) days after the City Council has received notice of an
election; and
The Huntington Beach Public Facilities Corporation, by
notice dated August 5, 1985, has informed this Council that a
new board of directors was elected and appointed on July 31,
1985,
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of huntington Beach that it hereby expresses its
disapproval of the those named as directors/officers of the
Huntington Beach Public Facilities Corporation, as contained in
the notice, dated August 5, 1985.
PASSED AND ADOPTED by the City Council of the City of
Huntington Beach at a regular meeting thereof held on the 19th
day of Auaust 1985.
Fiay
ATTEST: APPROVED AS TO FORM:
City Clerk ��S�S City Attorney
1.
:1,
1
ti REVIEWED AND APPROVED:
ity Administrator 0 �
ahb/8/14/85
0716L
i
2.
!• '
,. Res. No. 5557
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) sa:
CITY OF HUNT INGTON BEACH )
I , ALICIA M. WEh'TWORTH, the duly elected, qualified City
Clerk of the City of Huntington Beach, and ex-officio Clerk of the
City Council of said City, do hereby certify that the whole number of
members of the City Council of the City of Huntington Beach is seven;
that the foregoing resolution was passed and adopted by the affirmative
vote of more than a majority of all the members of said City Council
at a regular meeting thereof held on the 19th day
of August 19 85 by the following vote:
AYES: Councilmen:
Kellv, MacAllister, Mandic, Bailey, Finley, Green, Thomas
NOES: Councilmen:
None
ABSENT: Councilmen:
None
City Clerk and ex-officio Clerk
of the City Council of the City
of Huntington Beach, California
. J
P`N PUB(�C� �JA��Ay �Yo�7cti �rr�� ...�� - b7s--
�o� Huntington Beach Public Facilities Corporation
CZ INCORPORATED m 17371 Gothard Street
Z y
i NOVEMBER 27.1970 Huntington Beach, California 92647
iy ao`'
04LIFORN�P
May 30, 1985
TO: Alicia Wentworth, City Clerk
FROM: Donald W. Kiser, Assistant Secretary
SUBJECT: Director Resignation
Please be advised that a letter of resignation form Jerry Sapp, a Director of
the Corporation, was presented at the regular adjourned meeting of the Board
of Directors on May 29, 1985; and the resignation was accepted with regrets
by the Board quorum present.
I will appreciate your assistance in preparing the required Maddy Act documents
and in the posting and advertising for applications to serve on the Board. I
will arrange for a special called meeting at the earliest date allowed by the
Act, provided a reasonable number of applications are received, in order that
the Board may interview applicants and consider appointing a replacement
Director.
Very truly yours,
w
Donald W. Kiser
Assistant Secretary - HBPFC
DWK:mj
cc: Charles W. Thompson
^ REQUES FOR CITY COUNCIL ACTION 61 rr
Qti S Z),nPc7` 34 7b IMP.
-N 2 �A +ri o -e
pr�l �- PFC-toP,•N,111 I'� 1 ate�s+le�o^ �µ May 23�1.985
IeA.E_�b�A„c p�tint �a.�(��40-n 1%&-4 �u4�l '�� �.,� DAlkncie �S
Submitted to: onora le Mayor and City Council r"o^e�� I`"'� w• I, whwt ,f-s6, e
Submitted by: Charles W. Thompson, City Administr 4r .
Prepared by: Robert J. Franz, Chief of Administrative Services
Subject: Request for P.F.C. Funding of Civic Center and Central Library Improvements
Consistent with Council Policy? [ ] Yes [X] New Policy or Exception
Statement of Issue, Recommendation,Analysis, Funding Source,Alternative Actions,Attachments:
Statement of-Issue: There is a need to fund several Capital Improvements to the Civic Center
and Central Library facilities.
Recommendation: Staff recommends that .Council request that the P.F.C. accept a lease
payment for FY 1985-86 of $531,900 instead of the normal lease payment of $1,253,900.
Analysis: In March of 1985, as per City Council direction, a project list was forwarded to the
P.F.C. board members requesting that funding be provided from the accumulated reserves.
That funding request was denied. The projects were included in the Unfunded section of the
City's five year Capital Improvement Program approved in November of 1984.
For fiscal year ending 1984/85, there is a projected P.F.C. surplus of roughly $4 million (excess
of the P.F.C. reserve requirement). This surplus can be used to fund improvements to both the
Civic Center and Central Library. Since the P.F.C. has declined the previous City requests to
fund the needed projects, it is necessary to finance the projects from City funding sources.
The staff recommendation would provide the necessary funding within the General Fund since
our General Fund lease payment to the P.F.C. would be reduced by the amount of the
estimated cost of the projects. The impact on P.F.C. resources would be negligible since their
reserves are already over $4 million in excess of legal requirements.
Funding Source: Not applicable.
Alternative Actions:
1. Do not proceed with the staffs recommendations.
2. Fund the projects with other General Fund reserves (estimated at $4 million as of
06/30/85).
3. Reduce the lease payment as recommended, but without first requesting P.F.C.
concurrence.
Attachments:
1. P.F.C. Eligible Capital Improvement Projects.
2. Graph illustrating P.F.C. reserves.
1365j
PIO 4/84
l
ATTACHMENTI
PFC ELIGIBLE CAPITAL IMPROVEMENT PROJECTS
Prioritized by Category
Project Category Cost
Police Department
1. Communications Console $275,000
2. Jail Remodel & Roof Renovation 80,000
3. P.D. Parking lot expansion (inside gates) 50,000
4. Front Desk/Public Counter Remodeling 10,000
Community Services
1. Central Library Exterior pools
restoration 115,000
2. Replacement of Library Doors
(enter/exit) 20,000
Facility Maintenance
1. Fire Sprinklers 15,000
2. Ceiling Replacement - City Hall
Lower Level Meeting Rooms B6-B7-B8 10,000
3. 4th/5th Floor Building Improvements 22,000
4. Civic Center Fire Alarm System 100,000
Landscape & Parks Eguipment/Systems
Planter Improvements within Civic Center
Parking lots 25,000
TOTAL 722 000
�Y 1365j
PUBLIC FACILITI- ES CORP.
$MILLIONS
10 ........................
i
9 `
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..................
_.;..._._....»»_..»»
TOTAL RES LIRVES
............. »._. »»._......._. » »..».» .»._...._. :...»._»..._.»».._.....».»..
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` »». ` .......... .». _..»...._.._.._. .._.._».._»..........._...
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;
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81/82 82/83 83/84 84/85 85/86 86/87 87/88 88/89
FISCAL YEAR
PUBLIC
O4L
Huntington Beach Public Facilities Corporation
17371 Gothard Street
Huntington Beach, California 92647
February 2, 1982
Bank of America N.T. & S.A.
Corporate Agency Division #8510
555 South Flower Street
Los Angeles, CA 90071
Attention: Linda Ojeda
Trust Officer
Subject: P. F.C. Officers for the Year of 1982
At the January 27, 1982 Public Facilities Corporation meeting, the board of
directors elected officers for the year of 1982. The results are as
follows:
President, Mr. Jerry Sapp
Vice President, Mr. William Wamhoff, Jr.
Secretary/Treasurer, Mrs. Mary Ellen Houseal
The above officers will serve on the board from January 1982 through December
1982.
Very truly yours,
Donald W. Kiser
Assistant Secretary
DWK:mj
cc: Charles Thompson
F.B. Arguello
Mary Ellen Houseal
City Clerk
0�P`H PUBL���
Huntington Beach Public Facilities Corporation
INCORPORAT[D - 17371 Gothard Street
Z y
NOVtM.(p 31.1070 Huntington Beach, California 92647
CAL IF OVk
y
y�iy E'i9�'
February 3, 1981
Bank of America N.T. & S.A.
Corporate Agency Division #8510
555 South Flower Street
Los Angeles, CA 90071
Attention: Linda Ojeda
Trust Officer
Subject: New H.B.P.F.C. Officers
At the January 28 , 1981 Public Facilities Corporation meeting, the
board of directors elected new officers. The results are as
follows:
President, Mr. Jerry Sapp
Vice. President, Mr. William Wamhoff, Jr.
Secretary/Treasurer, Mrs. Mary Ellen Houseal
The above officers will serve on the board from January 1981 through
December 1981.
Sincerely,
Donald W. Kiser
Assistant Secretary
DWK:mr
cc: F.B. Arguello
r
�9 RAC_._
GH PUBIlC�4c
Huntington Beach Public Facilities Corporation
C9 INCORPORATED ,r 17371 Gothard Street
Z NOVEMBER27.1970 Huntington Beach, California 92647
iy aoell
CAL IF ORN�P
November 21, 1977
l
Honorable Mayor and City Council
Members
Attention: F. G. Belsito, l v
City Administrator
Please be advised Brander Castle resigned his position
as Director of the Huntington Beach Public Facilities Corp-
oration as of October 26, 1977.
The PFC Board will be discussing this vacancy replacement
at the November 30th regular meeting.
Donald W. Kiser,
Assistant Secretary - HBPFC
DWK:ajo
J
D E rE
NOV2u 197/
CITY OF HUNTINGM.I
ADMINISTRATI:'F U.
�9
E
IC AHuntington Beach Public Facilities Corporation
TED T 17371 Gothard Street
7.ia7o Huntington Beach, California 92647
0P
7
April 28, 1977
Honorable Mayor and Members
of the City Council
Attention: Floyd G. Belsito,
City Administrator
Subject: Request for Ratification of PFC Directors
Your request for the Huntington Beach Public Facilities
Corporation to give serious consideration to reduce the size of
the PFC Board to five members was discussed in great depth at our
regular meeting of April 27, 1977.
As a result, unanimous agreement was reached to resubmit the
three candidates for your ratification.
It is important to note the HBPFC has been a seven member Board
for over one year by amendment to the Bylaws. This action was taken
as a result of the difficulty in obtaining a quorum with a five mem-
ber board, and is working out in a very satisfactory manner. Increas-
ing the number of Directors allows more citizens to become involved
with their city and lends a wider diversification of knowledge to the
Board in serving the citizens of Huntington Beach.
We respectfully request your approval of Mr. Teixeira, Mr. Wilson,
and Mr. Wamhoff as Directors of the HBPFC Board.
Very truly yours,
Jerry L. Sapp,
President
JLS:ajo
, a
x� Counci, imber, City Hall
Huntington Beach, California
Monday, April 18, 1977
Mayor :u,ai,_r called the regular meeting of the City Council of the City of Huntington Beach
to urdur at 7:30 P.M.
Present: Bartlett, Pattinson, Coen, Siebert, Shenkman, Wieder
Absent: Gibbs
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ELECTION OF MAYOR RONALD R. PATTINSON
The City Clerk declared the positions of Mayor and Mayor Pro Teupore vacated, and called
for nominations for Mayor of the City of Huntington Beach.
Councilman Pattinson was nominated by Councilman Bartlett for the position of Mayor, which
was seconded by Councilman Coen.
There being no further nominations forthcoming, on motion by Bartlett, second Shenkman,.
nominations for the office of Mayor verb closed by the following vote:
AYES: Bartlett, Pattinson, Coen, Siebert, Shenkme►n, Wieder
NOES: None
ABSENT: Gibbs
A vote was taken by secret ballot with the City Clerk tallying the vote. A count of the
ballots showed the voting As followst
Councilman Pattinson - 6
Fullowiny the announcement of the vote, on motion by Coen, second Shenkman,..Council voted
unanimously to make Councilman Pattinson the.Mayor of the City Council for the ensuing year.
The City Clerk then turned the gavel over to the new Mayor, Ronald R. Pattinson, to conduct
the balunco ref the meeting.
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PUBLIC FACILITIES CORPORATION - BOARD OF DIRECTORS
The City Administrator brought Council's attention to the appointment to the PFC by the
Board of Directors of Anton M. Teixeira, William P. Wamoff, Jr., and William R. Wilson.
On motion by Shenkman, second Siebert, Council disapproved said appointments to the Public
Facilities Corporation and recommended that the PFC consider reducing its membership to the
original membership of five. Motion carried unanimously.
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On motion, by Bartlett, second Shenkman, the regular meeting of the City Counce of the City
of Huntington Beach adjourned-at 11:15 P.M. to. Monday, May 2, 1977 at 7:30 P.M. in the
Council Chamber. The motion was passed by the following vote:
AYES: Bartlett, Coen, Siebert, Shenkman, Pattinson
NOES: None
ABSENT: Gibbs, Wieder
Alicia M. Wentworth
City'Clerk and ex-officio Clerk
of the City Council of the City
ATTEST: of Huntington Beach, California
Alicia M. Wentworth Ronald R. Pattinson
City Clerk Mayor
Page a2 - STATEMENT OF ACTION OF THE CITY COUNCIL
STATE OF CALIFORNIA )
County of Orange ) SSe
City of Huntington Beach)
I, ALICIA M. WI*CMMTH, the duly elected and qualified City Clerk of the City
of Huntington Beach, California, do hereby certify that the above and foregoing is a true
and correct Statement of Action of the City Council of said City at their regular Council
meeting held on the 16th day of April, 1977.
WITNESS my,hand and seal of the said City oi 'Huntington Beech this the 19th day of April,
1977.
City Clerk and ex-officio Clerk
of the City Council of the City
of Hun ngton Beach, California
BY
Deputy
MINUTES OF THE HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
ADJOURNED MEETING OF APRIL 4, 1977 WITH THE CITY COUNCIL
The meeting was called to order by Mayor Wieder. Roll call was
taken as indicated below:
CITY COUNCIL:
In Attendance: Bartlett Coen Pattinson Wieder
H.B.P.F.C. DIRECTORS
Bailey Castle Houseal Sapp
and D. W. KISER, Assistant Secretary
Also in attendance :
City Staff Members
Members of the public
The City Administrator, Mr. Belsito, was called upon to present
the first Agenda item which was the E.O.C. construction federal grant.
He called on George Thyden, Civil Defense Coordinator, to recap the issue
and present a possible solution for resolvement of the problem. After
giving background information, Mr. Thyden outlined the following solution:
The State and Federal Governments will agree to the release of
a check currently being held in trust in the amount of $84,583. 82 to the
City of Huntington Beach if the following conditions are met.
1. The City reimburse the HBPFC for the full amount of the construction
cost of the E.O.C. ($169 ,167. 64) and provide proof of said payment to
State and Federal Governements.
2. Provide .documentation of an Agreement between the City and the PFC en-
titling the City to have full possession of the E.O.C. during the term
of the Bond indebtedness , and upon satisfaction of the Bonds, the E.O.C.
will become the property of the City.
3. Upon meeting these terms, the government check in the amount of $84,583. 82
will then be released to the City.
Mr. Thyden stated it was possible for the PFC to reimburse the City
for this unexpected expense by reducing the City° s rent in an equal amount
of -their loss.
• -2-
Discussion followed regarding various alternatives to the problem
and possible ramifications of each alternative course of action.
Mayor Wieder requested a recommendation from City Staff for the
best solution to the problem for both Bodies.
Mr. Belsito advised the City to reimburse the PFC for the entire
cost of the E.O.C. ($169 ,167. 64) thereby releasing the Federal check in
the amount of $84,583. 82, payable to the City of Huntington Beach.
Mayor Wieder called for City Council roll call vote in response to
Mr. Belsito' s recommendation. The vote was unanimous to proceed with Mr.
Belsito' s recommendation.
Councilman Pattinson made motion for the City Attorney to prepare the
.necessary papers for an Agreement between the City and the HBPFC that
would reduce the City' s annual rent by $84,583. 82.
Mayor Wieder called for the roll call vote on the motion. The vote
was unanimous for the Agreement to be drawn up, and motion passed.
The City Council retired to. the Council Chambers to conduct their
regularly scheduled meeting.
PFC President Sapp then instructed the Directors that the City' s re-
quest for the PFC to reduce the City' s annual rent on a one time basis
in the amount of $84,583. 82 was now open for Board motion.
Lengthy discussion followed.
Director Castle made the following motion. Upon receipt of the City' s
check to the PFC in the amount of $169 ,167. 64, the PFC will instruct the
Trustee and the Finance Director to take the appropriate action to refund
to the City an amount of $84,583. 82 for overpayment of rent;and\for PFC
Assistant Secretary Kiser to prepare the necessary Resolutions to facilitate
this transaction for Board approval and signature by the April 27th PFC
meeting. Director Houseal seconded the motion. Motion was opened for
discussion. Lively discussion followed.
• ~' -3-
Mrs. Bailey expressed her concern that any transactions made should
be legal and the Federal Government be made aware of any agreements now
being made in regard to the disposition of this matter. She requested
her concern to be noted in the records.
President Sapp called for the vote on Director Castle' s motion.
. Mrs. Houseal seconded the motion, and motion unanimously passed.
Warren Hall, City Treasurer, reported to the Board he was successful
in obtaining both fire and earthquake insurance for the Civic Center and
the Library facilities. The insurance covers 90% replacement cost with
a 5% deductable on any loss incurred beyond that.
The PFC Board was very pleased with Mr. Hall' s accomplishment.
Mr. Hall assured . the Board he would forward copies of the insurance
policies to the Trustee.
There being no further business, Mr. Castle .moved to adjourn the
meeting, Mrs. Bailey seconded the motion, and motion to adjourn unanimously
passed.
Audrey J. O'Reilly,
HBPFC Secretary
APPROVED:
Jerry L. Sapp, President Secretary Treasurer
�PLH PUBL/C�q
A Huntington Beach Public Facilities Corporation
C7 INCORPORATED m 17371 Gothard Street
Z NOVEMBER 27,1970 ID Huntington Beach, California 92647
iy ao
CAL I F OIRO'
S� GZT� G�V t
APPROvED J IV-- '
March 18 , 1977 Y
TO: CITY ADMINISTRATOR
SUBJECT: RESIGNATION OF HBPFC DIRECTOR
Please find attached the resignation letter from PFC
Director, Dr. R. Dudley Boyce.
Aud ey J. eilly,
PFC Recording Secretary
Encl. l
• GOLDEN WEST COLLEGE
March 17, 1977
Mr. Jerry L. Sapp, Presidcnt•;
Huntington Beach Public Facilities Corporation
17371 Gothard Strout
Huntington Reach, CA 92647:
Dear Prasidant Sapp:
I wish to tondor my rosignration as a Director of the Huntington Beach Public
Facilities Corporation. I request accaptanco of my decision as early as may be
appropriate in providing for..my replacement with the selection of a now Board
member.
You and our fallow members are aware that I have chosen to stop aside my role
as Presidont, Golden Viest College, effective July 1, 1977. This, of course,
leavos as open m€attors of my..caroor planning, at this time. It thus appears
that change circumstances warrant, as a timely action, my closing out continuing
relationships with tho Public Facilities Corporation, as well.
I will miss my associations with dedicated people concerned with the betterment
of our community. I have enjoyed tios with follow Board members, the City's
officials, officers and staff, and with citizons who have given of their time
and talent to our enterprise... Together, we may find pride in our accomplishments.
I have valued the learning experiences accruing to me, personally, as I have
participated in tho planning- and development of the Civic Cantor and Central
Library facilit.tas since tho, incoptions of thoso projects. I value most highly
the fine personal relationships, friendships, and associations I would have
missed had I not served these several years.
Kindly arrange to place my request to be released on the Agenda of our forth- .
coming Board meeting. Share-with our colleagues my appreciation for their
consideration.
Sincerely,
R. Dudley Boyce
President
RDB/cl
a...
cc. Donald W. Kizer
The Honorable Harriett M.. Wieder
15744 GOLDEN WEST STREET/HUNTINGTON BEACH/CALIFORNIA 92647 (71 4) 892-771 1
Serving the Orange Coast Junior Cottege District
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L
LN PUBLIC,cgC'
o� Huntington Beach Public Facilities Corporation
C9 INCORPORATED 17371 Gothard Street
Z NOVEMOCR 27.1970to
Huntington Beach, California 92647
rZ�y awn
CAL IFOAN�P
APpR�YED By CIT
TO: OFFICE OF THE CITY ADMINISTRATOR Y COUNCIL
DATE: MARCH 14, 1977
FROM: DONALD W. KISER CITy
Attached with this communication is copy of the officiate'
resignation letter from Raymond Bunker, PFC Director.
Please forward this information to the City Council office
for their information.
Donald W. Kiser,
Assistant Secretary -
HBPFC
DWK:ajo
Encl. 2
cc: PFC File
D E C E. ra
D
M A R 15 1977
CITY OF HUNTINGTON BEACFI
ADMINISTRATIVE OFFICE Ile
nc_ February�
� 25
Mr. Donald Kiser
Assistant Secretary
Huntington Beach Public Facilities Corporation
Subject: LETTER OF RESIGNATION
Dear Don,
Please advise my fellow directors that I find it necessary to offer my
resignation as a Director of the HBPFC effective immediately.
I regret this action is necessary, and in no way should it be interpreted
as a reflection upon the board members. On the contrary; I consider each
director a dedicated and concerned citizen that- unselfishly serve the
City and the people of Huntington Beach.
I want to extend my personal special thanks to you, Ben Arguello and
Audrey O'Reilly for all of the help you have generously given to me.
I have thoroughly enjoyed "getting involved" and feel the experience of
serving as a PFC director has been a memorable one.
Raymond L. B nker
i' RLB:fn
Mr. Donald Kiser
Assistant Secretary
Huntington Beach Public Facilities Corporation
Subject: LETTER OF RESIGNATION
Dear Don,
Please advise my fellow directors that I find it necessary to offer my
resignation as a Director of the HBPFC effective immediately.
I regret this action is necessary, and in no way should it be interpreted
as a reflection upon the board members. On the contrary; I consider each
director a dedicated and concerned citizen that- unselfishly serve the
City and the people of Huntington Beach.
I want to extend my personal special thanks to you, Ben Arguello and
Audrey O'Reilly for all of the help you have generously given to me.
I have thoroughly enjoyed "getting involved" and feel the experience of
serving as a PFC director has been a memorable one.
Raymond L. B nker
RLB:fn
PUBLIC lot
o� Huntington Beach Public Facilities Corporation
C7 INCORPORATED m 17371 Gothard Street
Z NOVEMBER 27.1970 Huntington Beach, California 92647
ao�
CAL IF 00%1"
February. 24 , 1977
TO: City Administrator,
Floyd G. Belsito
SUBJECT : Resignation of PFC Director
In accordance to your memorandum of February 1 , 1977 sub-
ject "Boards , Commissions & Committee" , I am forwarding to your
office a copy of PFC Director Curran' s written resignation for
transmittal to the City Council for appropriate action.
I will provide Connie Bauer with an updated list of the new-
ly elected officers of the HBPFC and inform her of the vacancy
that now exists on the PFC Board .
Audrey J. 0 ' eilly,
HBPFC Records g Secretary
cc : H. E . Hartge
PFC File
Encl . 2
p � E.
FEB 2
CITY OF NUNTiPdGTOid 9FACl)
ADMINISTRATIVE OFFICE
LARRY L. CURRAN
ATTORNEY AND COUNSFIOR AT LAW
901 DOVER DRIVE, SUITE 120
TELEPHONE 645-3600
NEWPORT BEACH, CALIFORNIA 92660 - AREA CODE 714
February 23, 1977
Huntington Beach
Public Facilities Corporation
17371 Gothard Street
Huntington Beach, Ca. 92647
Re: Letter of Resignation
Fellow Board Members :
Please accept my resignation from the Board of Directors
of the Huntington Beach Public Facilities Corporation
effective following our February 23, 1977 meeting.
It has been a pleasure to serve with so many talented and
unselfish persons ,who have freely donated their time for
the benefit of our community.
Since I have been on the Board since the beginning, it
has been during the period through construction to the
present state of affairs which indeed are left in capable
hands .
During this seven years I have grown to known and respect
two extra special persons who I will deeply miss regular
association with.Don Kiser has kept the program going
through his unselfish efforts and considerable overtime for
which he was never paid, except by a thanks from us . Don,
to you, I certainly appreciate all you've done for all of
us - thanks again.
Audrey, our bulwark of courage - encouragement - an source
of beauty - both inside and out - what can I say to explain
the deep gratitude and respect I feel for you.
Thanks ! Please give to my fellow Board members the great help
and assistance which you- have constantly and consistently
given me.
To my fellow.= Board members please continue the level of
competence you have exemplied and protect the tax payers
money from unreasonably expenitures .
Fellow Board Members y
Page 2
February 23, 1977
It has been a battle from time to time and a welcomed
exchange of serious considerations by all Board members
that has resulted for the good of our community,and
I appreciate having had a chance to contribute a small
portion of me to this Board. ;
'eryt 1 y ,
LARRY L. CUR
LLC:ma
Olt� PUBLIC
qc�� Huntington Beach Public Facilities Corporation
T 17371 Gothard Streety70 Huntington Beach, California 92647
ao`�'
February 24 , 1977
Dear Connie:
As promised, I am informing you of the newly elected officers
of the Huntington Beach Public Facilities Corporation effective
February 23 , 1977 in order that you may update your list of members
of Board and/or Commissions .
Jerry L. Sapp , President
Ruth Bailey, Vice-President
Raymond L . Bunker, Sec . /Treasurer
Brander D. Castle - Director
Mary Ellen Houseal - Director
Dr. R. Dudley Boyce - Director
Vacancy due to resignation of Larry Curran 2/23/77
If I can be of further assistance do not hesitate to give
this office a call.
Audrey J. Reilly,
Recording Secretary
l
cc : F. G. Belsito
H. E. Hartge
PFC File
Encl . l
Vr-16 1
J-A City o Huntington Hunti ton Beach
on
P.O. BOX 711 CALIFORNIA 92648
AL CITY TREASURER-WARREN G. HALL
September 29, 1976 I� 0
l r
To: Honorable Mayor, City Council and S�
,,,,Floyd G. Belsito-City Administrator C
From: Warren G. Hall �I
Subject: Unbudgeted P.F.C. Cost Requirements
The contract with the Public Facilities Corporation requires
that the buildings be reappraised every three (3 ) years
obviously to ensure that it is insured for replacement value.
I have a "not to exceed estimate of $1900.00" from M&S Appraisers
one of the top five firms in Southern California.
The contractual agreement also provides that "Rental Insurance"
be provided to cover two years payment amounts for both City Hall
and Library. That insurance will cost $1,100.00 for the first
year premium.
This request is for $3 ,000.00 to be budgeted from contingency
to cover these unbudgeted previously unmet contractual re-
quirements so that they may be accomplished as soon as funds
are available.
In addition the contractual agreement requires that we obtain
"War Risk Insurance if this is available" . I have not been able
to get any company to quote as yet so it will most likely end
up n t bein 4v i able.
i
Wad en G. Hall D
City Treasurer/Risk Manager SEP 2S
1976
cc. F. B. Arguello C1TY OF HUNTINCTO Larry Curran-P.F.C. President ADMINISTRATIVE N BEAClI
D. W. Kiser-P.F.C. Asst. Secretary OFF;��
CITY OF HUNTINGTON BEACH
INTER-DEPARTMENT COMMUNICATION
HUNTINGTON BEACH
To Floyd G. Belsito From F. B. Arguello
City Administrator Director of Finance
Subject FIR - PFC Cost Requirements Date September 30, 1976
In response to the City Treasurer/Risk Manager's request, I hereby submit the attached
Financial Impact Report concerning the costs to provide rental insurance and have the
Civic Center Facility and the Library Facility appraised per our lease agreement with the
Public Facilities Corporation. There are funds available in the general fund contingency
account (101593) sufficient to cover this request. This does not take into consideration
the amount of money necessary to fund the salary adjustments negotiated by the various
employee groups. The budget staff is presently computing the cost of the adjustments
on those associations that have settled but we do not know if the information is
available yet.
F. B. Arguello
Director of Finance
FBA/EH/cg
r
CITY OF HUNTINGTON BEACH
FtNANCIfi. IMPACTAEPORT
Project Name Public Facility Contractual Insurances and Appraisal Requirements
Description Appraise the buildings owned by the Public Facilities Corporation
and provide insurance as required by the City's lease with them.
1 . DIRECT PROJECT COSTS
1.. 1 One-Time Costs
Land urn. , aci . i-
Acquisition Construction ties, Equipment, Other Total Cost
3,000.00 3,000.00
1 .2 Recurring Annual Costs
Additional Materials Outside
Payroll Personnel Supplies Services Revenues Total Cost
1 , 100.00 1 ,100.00
1 .3 Replacement/Renewal Costs
It will cost approximately $1 , 100 per year for insurance which will be
included in the budget under insurance coverage and then in three years
there after as long as the lease is in effect. These costs should be
included in the annual budget during _those years.
2. INDIRECT COSTS
None
Financial Impact Repo , 1,
Page 2
't.
3. NON-DOLLAR COSTS
None
4. BENEFITS TO BE DERIVED FROM THE PROJECT
The Civic Center and Library will have insurance coverage as a parrontnna
of current replacement instead of original costs.
5. PROJECT USAGE
Public Facility owned buildings leased to City.
6. EXPENDITURE TIMING
Approximately thirty days after approval .
7. COST OF NOT IMPLEMENTING THE PROJECT
The City would be in violation of their lease with Public Facility Corporation
and the Corporation would be in violation of the bond indenture.
AGENDA FOR STUDY SESSION - CITY COUNCIL/H.B.P.F.C.
JUNE 30, 1976 - 9 :00 P.M.
1
ITEMS FOR DISCUSSION AS SUGGESTED BY P.F.C. DIRECTORS: .
I
1. CLARIFICATION OF STATUS OF THE H.B.P.F.C.
TO THE CITY OF HUNTINGTON BEACH
2. IMPROVED COMMUNICATIONS BETWEEN H.B.C.C. AND
H.B.P.F.C.
3. POSSIBLE SALE OF LIBRARY FACILITY TO THE COUNTY?' .
4. REPORT ON CIVIC CENTER CORROSION PROBLEM
5. CITY ATTORNEY OPINION # 76-26
6. CITY ATTORNEY OPINION # 76-27
•
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OFFICE OF THE CITY ATTOR14EY
OPINIO?d N0. 76-27 ,;..
t..
10 May 1976
SUBJECT: Emergency Operations Center (Civil Defense)
REQUESTED BY: Huntington Beach Public facilities Corporation
PREPARED BY: Don P. Bonfa, City Attorney
James Georges, Deputy City Attorney
r
QUESTION: Can the Public Facilities Corporation file a
claim under the Federal Tort Claims Act against
the Civil Defense Preparedness Agency (Office of
Emergency Services ) for failure to fund matching
moneys promised by the Agency?
ANSWER: No.
DISCUSSION:
The PFC cannot file a Federal tort claim because the PFC's claim
is based upon contract. A tort is not involved unless the PFC
can show fraud or negligent misrepresentation in the Agency' s
promise to fund one half the costs of the Emergency Operations.
Center. PFC 's cause of action probably is best based on contract
as a third party beneficiary if it can be shown that the govern-
ment unjustifiably failed to perform its obligation under the
agreement, and if the PFC can show that the agreement was pri-
marily for the benefit of the PFC and that the PFC was not merely
an incidental beneficiary.. Also, there is no implied contract
based on justifiable detrimental reliance. The government 's con-
dition to contributing one half to the civil defense construction
(Emergency Operations Center) is that a public entity pay the other
one half of the costs of construction. Since the PFC is a private
nonprofit corporation and not a public entity, it would be diffi-
cult to show that the Federal government breached its contract .
It may be argued that the PFC. was acting on behalf of the city
when it paid 100 percent of the funds required for the construc-
tion of the civil defense facility . It is true that the entire
civic center is for a public purpose; nevertheless, the agreement
with the Federal government is that a public entity is to pay one
half the costs .
i117fice of the city Attorney 1-0 'Ia�r 1^76
ur.inion No. 7(,--27
i)ublic Facilities Cornoration is caught in a "C-�tch 22"
situation. All of the proceeds from the sale of the bonds have
been and are bPin;; .anplied to the new civic center. `.[lie PFC
'arts paid 100 percent of the Ei:ier. gency Operation's Center con-
struction.. yet, at the same tiiae, the Federal government agency
is de,iiand.ing; a return of its one-half contribution towards the
construction of the Ei.iergency Operations Center because of the
failure of the cite to deposit, sef;regate, and have separate
accounting; of the city' s one-half contribution.
The basic error from which the present proble::i arises , appears
to have been made when the city failed to deposit the i coney
necessary to finance construction of the entire rnC -portion of
the civic center and to keen separate accountin;; of .i_t .
'r'he Civil Defense Prepnxnedness A(_;ency , Rr2g;ency 7, Audl.t Report
77-4-76 1 0C in naraL.raph 5 states :
"OCD (Office of Civil Defense) :'-,as no objection
to the procedure that :iuntinGtIon Beach proposes to
use for raisin) funds for the construction of these
buildings . it. is required, however, that the city
deposit the mone.y necessary to finance construction
of. `;lie enti,,e EO C portion and that the costs of this
structure be accounted for separately in accordance
with established procedure ." (Eriphasis added. )
'.ttached is a letter from the Office of Lacersency Services to
the :office of C:i;*il Defense and 11isaster settings forth the re-
nuirements quoted above . Also. attached is the answer fro,,i :.;pander
(:;<.,Lstle , Actin. City Administrator, to the office. of ErerGeney
-ervices , which proriises ghat the city will comply :•pith_ the
requirements of the Office of E,i,erg;ency Services . The cit-; 's
profuse eras never .,e-t .
IL appears that the city breached its promise to the Federal
f?t�ency , but there is no agreement in .-7rit4nc; approved by the City
Council. 'i'?iere is or..11, a letter by Llra.nder C:I.stle proni sink; that
the city would rieet the Federal agency ' s requirements .
Ate prohlei., cannot be resolved b,, the FTC' s relea7,ing, thr area oc-
curied by the E,merg;cricy Operations ':enter to the city oecause
this woulu i.;npair. the_ bond security . ' her can the PFC dive
a qui_tclaim deed to the city regarding the Emergency Operations
Center because this also would impair the bond security .
CUiiCLtJSTU;;
III eCity has no cause. of action against the Civil Defense
')f f re of ti]e C7_t`,� ;attorney 10 '.lay 1.?
:)pinion : n. 7(_:� T P� �c 3
Pl-epa.redness Ar'ency on a theory of tort , and therefore , it
-.-could be futile to file a claim wider tine Federal Tort Clai rs
Act- . ' he city also has no cause of action t-ased on contract
against t1,e Civil Defense Preparedness A,'ency because the city
breached its agreement rritli the federal agency ty falling to
deposit the Money necessary to finance construction of the en-
tire a;crE;ency Operations Center portion and to :,-eep separate
accountiii,. of such fu:ids . It is the position of the Federal
A`ency that the. city did not incur any expenditure of funds
since all costs raere paid for by the PFC.
00
F. BOi1PA
City .attorney
and c A..i,_,S GEORGES f
Deputy City Attorney
P 11313 :J G: a;lb
cc : Bud helsi.to, Actin; Cite Adninistrator
',on :miser, Division Engineer
A i,t achments
ZTAT[ OF CALIFORNIA I RONALD REAGAN, Governor
OFFICE OF EMERGENCY SERVICES
POsT OFFICE BOX 9577 �
CRAMENTO, CALIFORNIA 95823
April 9, 1971
State No, 71-214
OCD CALIF 400-18(71)
Local No. HBl-71
City of Huntington Beach EOC
Charles V. Collier, Coordinator
Office of Civil Defense & Disaster
Post Office Box 190
Huntington Beach, California 92648
Dear Mr. Collier:
The proposed method of financing your new civic center and
police facility, contained in your letter of January 15,
1971, was forwarded to the Office of Civil Defense, Region
r Seven, for their determination as to whether or not this
procedure would be acceptable.
We are now in receipt of a reply from the OCD, Region
Seven, which is quoted for your information and guidance:
"OCD has no objection to the procedure that Huntington
Beach proposes to use for raising funds for the con-
struction of these buildings. It is required, however,
that the city deposit the money necessary to finance
construction of the entire EOC portion and that the
costs of this structure be accounted for separately in
accordance with established procedures. "
Sincerely yours,
�J �tn��1: in
/ ederal Financial Programs Officer
111 Fiscal and Administration Division
n cc Region I
Tr 7
J ♦ } �� a•Y � ► —.. .r q :/� � ,.^\ ^� :�J�1� .�r1 F1 :`� AJrninittrati
3 J .cam Fro L :. «i: ^'t u AA ....�'��l L>,�T.
offic
8RANDER O. CAST ; -
�1 P.O. COX 11?0 CALIFORNIA 92643
CAI. F .111A Administretn` `t
_s
DON P. BUtit
City Acts-
WARREN G. `ar
I r A
•�..k-:r,5
tsr9e C. fJcCracken
PAUt.C. 10�:
IUr:Cr Lr.1FN • Cif Cl, •`?'\"
October 1.9 , 1.971
.in ...t Coon
;•r.'.+,8•andel Gibbs - •`i7
+nald D. Shipley ;
Mr. John W. Hopkins
Office of Emergency Services ?'
P.O. Box 9577
Sacramento, California 95823x
RE: State No. 71-214, OCD No. CALIF 400-1.8(71) ,
Local No. HB-1-71 dated April 91 1971
Pear Mr. Hopkins : f
The City will deposit the money necessary to
finance construction of the entire Emergency _;
:"�X
Coirtmand and Control Center and that the costs Y.
of this structure will be accounted for _��
separately in accord with established pro-
cedures and- pursuant to your letter to Charles V.
Collier.
Sincerely,
r Z)�L�-�--,t+fir..._._ �•:�--•�_ �Mra
cancer D. Castle
Acting City Administrator
BDC:WJL:akt ' {°
cc: Mr_ . Mevis l
. Mr. Arguello
Mr. Horn
P..---
JANIE9 R.WHEELER EARLS ROBITAILLE - OLLIN C.CLEVELAND KENNETH A. RE`/NOL.C+S
DrreCtor of Pun'+C:\orks Police Chief Euilding O+rettor Planning Director
V INCENT G.MO RM
n•+�iii4Y+.�liV'- i.l1�S'4azMP--9i?[ �+-sue= �a vw• ...o. ..��...� _____
OFFICE OF THE CITY ATTORII.JY
OPINION 140. 7F-26
10 May 1?76
i
SUBJECT: Maintenance of Civic Center and Li�lrar;;
REQUESTED BY : Huntington. Beach Public Facilities Corporation
PREPARLll BY: Don P. Bonfa, City Attorney
Janes Georges , Deputy City Attorney
QUESTION 1: As between the city and the PFC, who is respon-
sible for maintenance of the new civic center
and rew library?
Ai;S�dLIi 1: The city is responsible .
QUESTION 2 : As between the cit r and t',-e PFC , who is respon-
sible for design defects in construction or neg-
ligent selection of construction material?
A�'SWLR 2: The PFC is responsible .
BACKGROUND:
The above subjects arose during PFC meetinCs in w1lich there gas
(iiscussion of the current underground riping corrosion problem
at tiie civic center. Apparently the material teat the pipes are
r1ade of is incompatible with the "hot" :,oil found in the I:unti_igton
Leach area. The soil causes corrosion more rapidl!r than is normal
for this area. It also appears t'iat the type of soil coniaonly
fouri(I in the Huntington Beach area ;ias 1_novrn at the time a de-
cision was made as to the kind of material to be used for the
underground piping for the civic center and library .
DISCUSSION :
`.;.'he PFC, :nid c;iY,�� of. 1i�.mtin�;ton BeachT,ca.^e and Su ))_ease, Section
1.�) , sets out who is resnonsible for utilities , over-
tion and maintenance . :ection 1'' reads in n.art as follows :
"The City shall furnish. . .t11e aource of all
sewer, grater, power, gas , telephone and other
iltility services to the point of connection. . . .A
long; as the City is in possession of the facilities
C)I'.C1c0 of the City Attorney 3.0 May 1976
Opinion Ito. 76-26 Page 2
it shall. . .maintain the same in good repair
and working order and shall have the responsi-
bility for all managerient, operation, main-
tenance and repair of the facilities , including
without limitation, security service, janitor
service, grounds keeping, power, gas, telephone,
light, heating, air conditioning, water and all
other utility services . . . "
The Indenture of 11ortgage and Deed of Trust are silent on the
subject.
`.i'he PFC is responsible for the design and construction of the fa-
cilities . (See Section 2 of the Lease and Sublease A-;reement .be-
tween the PFC and the city. )
CONCLUSION:
It appears relevant to ask the question whether corroding under-
1;round pipe is a ;maintenance problem or a design problem, that
is , negligent selection of material. The City Attorney's Office
does not have the technical expertise to make this factual de-
termination. If, in fact, it is determined that there was negli-
gence in the selection of the material for the underground pipes,
then it would be a design problem and the responsibility would
be the PFC's . The question is really beyond the scope of a legal
opinion. Technical experts only should decide whether it is a
design problem or maintenance problem.
DON P. BONFA
City Attorney
and
.r'
JAr�iES GEORGES
Deputy City Attorney
DPB:JG:aiib
cc : Bud Belsito, Deputy City Administrator
Don Kiser, Division Engineer
LAW OIIIC[S Or t
O'MELVENY & MYERS *A,
Got BII WEST SIXTH STREET
}
A v LOS ANOCLES.CALIFOOMIA 90017
.,INAL COPY n K
L[vMOM[e=O-1180 e[ RLY MILLS OFFICE
I,jr
I�nl r.l s•Lcr F'IIc CAeL[AOOR[Stt••LIO«e'• 9601 WILOMIR[eOUL[VARO
1 e[w[RLT NILLII.CALIrOANIA 00910
A LT! R NAugust T[L[ONOM[[7a'Alll
`""`ED 27th EURO►[AM.O//IC9
•./LAC[D[LA CONCORD[
�i 0 CATY CLERK l 9 � � LARIS N /RAMC[
r[Le►NON[[es ao•aa
OUR ILL[NUMBER
406#405-10
CITY OF. HUNTINGTON BEACH
Honorable City Council of the CIVIC CENTER CORPORATION _, .. _
City of Huntington Beach
Gentlemen:
y
We have been advised by your City Administrator,
Mr. Miller, that the City may wish to employ our firm as
bond counsel to render legal services in connection with
the financing and construction of a civic center complex
and library building for the City which will be constructed
on two parcels of land in the City. We understand that it
is contemplated that the financing will be accomplished by
means of a lease and lease-back transaction which will allow
for the issuance of bonds by a nonprofit Corporation in the
approximate amount of $11,000,000. We will be happy to
accept such employment if our terms are satisfactory to
the City.
The legal services which we will perform are as
follows:
(1) Incorporate the nonprofit corporation:
(a) Draft the Articles of Incorporation and
By-Laws;
(b) Supervise the first meeting of the non-
profit corporation;
(2) Obtain an exemption from the California
Franchise Tax for this nonprofit corporation;
(3) Draft a Lease and Lease-Back Agreement;
(4) Draft the necessary Bond Indenture;
#2 - honorable City Council of the City of - August 27, 1970
Huntington Beach
(5) Obtain a permit from the California Corpora-
tion Commissioner, or, alternatively, obtain
an interpretive opinion with respect to the
Corporation's bonds;
(6) Obtain a "no-action" letter from the SEC.
(If a Registration Statement must be filed,
however, our fee for such work would be an
amount in addition to the fee schedule pro-
vided herein.)
(7) Secure an IRS Ruling as to the tax exempt
status of the interest on the nonprofit
corporation's bonds;
(8) Supervise the final bond delivery;
(9) Mender an opinion on the Lease Agreement and
Bonds.
For these services our fee will be computed in
accordance with our standard fee schedule, as follows:
Amount Fee
$4 ,000,000 to $10,000,000 $14,000 plus 3/40 of 18
of excerpts over $5,000,000
($.75/$1,000 bond)
Over $10,000,000 $17,750 plus 1/20 of 18
of excess over $10,000,000
($.50/$1,000 bond)
If the corporation's bonds are sold by public com-
petitive bidding, it may be necessary to perform preliminary
corporate securities work [a Blue Sky Survey) with respect to
the offer and sale of the bonds in other jurisdictions and to
register and qualify such securities in jurisdictions in which
the financing consultant will distribute sales material. In
this event, there would be an additional fee for such services
which would be based upon an hourly rate of $50.00 per hour.
In addition to the above fees, we are to be reimbursed
for out-of-pocket expenses, such as long distance telephone
#3 - Honorable City Council of the City of - August 27, 1970
Huntington Beach
calls , telegrams, and travel. You should also be advised
that it is customary for certain of the legal documents to
be printed in transactions of this type. These disbursement
items and the cost of -printing will be billed from time to
time throughout the proceedings, and will be in addition to
the other fees described herein.
It is contemplated that the nonprofit corporation
will be formed within a period of a few weeks after the
employment of our firm by the City becomes effective and
following its formation, it is understood that the City will
assign our services hereunder to the nonprofit corporation
and that the City will=`have no further liability unless the
project is abandoned.
If the project is successful and the bonds are
issued, all of our fees and all of the incidental expenses {`"
and other fees will be paid out of the bond proceeds. If
the project is not completed or if the nonprofit corporation
does not have sufficient funds when the project is abandoned,
the City will pay us a reasonable fee for our services to
the time of abandonment.
The scope of our services is only to act as bond
counsel and does not include the rendering of other services
or advice or litigation not set forth in this letter.
It is recognized that this firm may have clients
which may from time to time have interests adverse to the
City and that this firm reserves the right to represent .
such clients in matters not connected with the authorization,
issuance and sale of the bonds.
We understand that you plan to employ financial
consultants or financial agents for placing the bonds with
whom we can work in the preparation and drafting of the pro-
ceedings.
The contract created by acceptance of this letter
shall be binding upon and inure to the benefit of the firm
of O'Aielveny & Myers as presently constituted -or as changed
hereafter by the admission of new partners or by the death
or retirement of any present or new partners, provided that
the opinion of the successor firm upon municipal bonds,
#4 - Honorable City Council of the City of - August 27, 1970
Huntington Beach
whether under the same name or otherwise, is accepted by
bond dealers and bond purchasers as readily as the opinion
of the firm as presently constituted.
If this arrangement is satisfactory to the City,
please adopt a minute order employing us on the terms stated
herein and furnish us with a certified copy thereof.
Respectfully submitted,
qMELY a MYERS
en Stern
SJS:bb
Pursuant to order of the City Council of the
Cite of 1untington Beach, O'Melveny & Myers is employed
by said City on the terms stated in foregoing.
Q.
Mayor of the City of tun ngton
Beach
it
�� ; �:o ✓e. j as to Form an(.! legality
ty Attorney
STATEMENT OF THE ACTION OF CITY COUNCIL
Council Chamber, City Hall
Huntington Beach, California
Tuesday, September d, 19 O
Mayor ::hipley called the regular meeting of the
City Council of the City of Huntington Beach to order at 4:30
o'clock P.M.
Councilmen Present: Green. Bartlett. McCracken_ Gibbs . Matney. �;hiyie;;
Councilmen Absent : co en
�k�lrvkk�t**�kikiAnk�k�kdnk�lt**�r�r�M�k�Ar�r�Ant�lr�t�lt�k�k�nk�ir�k�r##�k*�r�r�r�r*#�Ar*
LE TTEE, AGRMT. - O'MELVENY & MYERS - CIVIC IMPROVEMENT FINANCIN:;
The City Administrator informed Council of the provisions of the Let i.r
Agreement; presented to the City by the firm of O'Melveny & Myer^ cove-- i -
ing the establishment of a non-profit corporation for financi.n the
Library, Civic Center and Police facilities, and recommended Coullc.il
approval of same .
Fo i.lowi_n„ discussion, a motion was made by Councilman Green to direct
tine employment of the firm of O'Melveny & Myers for the establishment
cit' a non-profit corporation for financing the library, police and
civic center facilities as per the terms of the Letter Agreement of
August 1970. The motion was passed by the following roll call
•✓r,te
Councilmen: Green, Bartlett, McCracken, Gibbs, Matney, S`-.Apiry
tlGl,:S: Councilmen: None
&WIEN`V: Councilmen: Coen "
*sir*�k�k�k�t*�kik�M-k�r*�*Ant*tktk*�kk**dir�lr yt�k�lir*k�inMr�ilnAr#�Ar�#�kylrt�rylr
On motion by McCracken the regular meeting of
the City Council of the City of Huntington Beach adjourned to Monday,
September 14, 1970 at 7: 30 P.M. , in the Council
Chambers . Motion; carried .
Paul C. Jones
City Clerk and ex-officio Clerk
of the City Council of the City
of Huntington Beach, California
ATTEST :
Donald D. Shipley
Pa u1 C . Jones Mayor
City Clerk
STATE OF CALIFORNIA )
County of Orange ) ss :
City of Huntington Beach )
I , PAUL C. JONES , the duly elected, qualified and acting City Clerk
of the City of Huntington Beach, California, do hereby certify that
the above and foregoing is a true and correct Statement of Action
of the City Council of said City at their regular
meeting held on the 8th day of September , 1970
WITNESS my hand and seal of the said City of Huntington.Beach this
the i.,"'t'% day of September , 1910
Paul C. Jones
City Clerk and ex-officio Clerk
of the City Council of the City
of Huntington Beach, California
BY
Deputy
CITY OF HUNTINGTON BEACH
' INTER-DEPARTMENT .COMMUNICATION
HUNTINGTON BEACH
*VfA-�. A
To City Administrator Ffom;•. James Georges
Deputy City Attorney
Subject. New, PFC• Board of Directors Date October 31, 1975 /�.
' At the .October 29, .1975 meeting of the Public Facilities
Corporation the .Board members voted .to approve the new 'by
• 1`aws'=of the,-PFC and also It
`voted to elect two new members o.. $;
`the:-Board The Board members at. first wanted ,to delete
Article V...of the -new by-laws- (page 11) which requires' City
Counci.l. approval- *of appointment or election of directors...
Mr. •.-Steve-Stern. of O'Melveny & Myers, by telephone; advised
the B;oard!'members that.'Article V is required in order=,to. : }.
,preserve:'the.'.quasi-public status of the corporation. -This
is arequirement of the In Revenue Service for con- .. ;
tinning: the corporation's tax .exempt status .
The-: new. by-laws state that vacancies are filled .by. the
majority 'of .the remaining directors . The new by-laws. also -
state. (in Article V) .that the City Council of Huntington
Beach shell - approve the appointment or election of`all .
'directors of this corporation.
'It is my interpretation of. the .new by-laws that the.':Board
of Directors" of: the PFC fill vacancies subject to •approval
by. the bity.Council within thirty days of the, election of
the :new Board members.. ;:kt
4. 'Y
JAMES GEORGES APPROVED:
.. : Deputy City -Attorney
JG:cs 8 '
DON P. BON
,F. City Attor y
fit;
GN PURL/C
�o� Huntington Beach Public Facilities Corporation
C7 INCORPORATED
z y Post Office Box 190 Huntington Beach, California 92648
NOVEMBER 27,1970 ,
Z�'s ao� October 30, 1975
CAL IF 00"
BOARD OF DIRECTORS
William Armstrong
It. Dudley Boyce
Larry Curran
Knberl N. Polly
Darrell Ward
TO WHOM IT MAY CONCERN :
r, •
Listed below are the names and address of the two newly appointed
Directorsof the Huntington Beach Public Facilities Corporation:
Raymond L. Bunker
i7321' Whetmore �
Huntington Beach ,
California 92647 Q
Telephone : 847-5198 0
Brander D. Castle
8402 Hamden Lane
Huntington Beach,
California 92646
Telephone : 962-7162
Donald W. Kiser,
Assistant Secretary
AMENDMENT TO CERTIFICATE
OF SUBSTANTIAL COMPLETION
THIS AMENDMENT to that certain Certificate of Substantial
Completion, dated February 13, 1975, by and among the ARCHITECT,
Richard & Dion Neutra, Associates; the CONTRACTOR, Swinerton &
Walberg Co. ; and the OWNER, Huntington Beach Public Facilities
Corporation, with respect to the Huntington Beach Library and
Cultural Resource Center,
W I T N E S S E T H:
The ARCHITECT, OWNER and LESSEE hereby agree to amend
said Certificate of Substantial Completion as follows :
The LESSEE will be completely responsible for the payment
of the additional insurance premium, as well as all utilities
both within the building and on the site. The LESSEE shall be
responsible for retaining the services of Ernest H. Elwood as
Architectural Coordinator for the purpose of administering the
punch list work appended to the said Certificate of Substantial
Completion. Mr. Elwood shall remain Architectural Coordinator
until the final Notice of Completion has been filed with the
Orange County Recorder' s Office.
DATED: .2�/y�7S� CITY OF HUNTINGTON P ACH (LESSEE)
� '
Mayor
ATTEST: APPROVED AS TO FORM:
City Clerk Cit o ne
APPROVED AS TO CONTENT:
City Administrator RICHARD AND DION NEUTRA
ARCHITECTS & ASSOCIATES
B
OWNER
By `` 4i� &
resident
` C._RT11=1CATE OF O)WNEK
ARCI1tTrcr �-4
SUBSTANTIAL CON1 RACTORHUD
[_)
COMPLETION OTHER [ )
AIA DOCf.IMFNT 6704
PROJECT: Huntington Beach Library ARCHITECT: Richard & Dion Neutra
(name, address) & Cultural Resource Center Architects & Associates
ARCHITEC'I'S PROJECT NUMBER: 7005
TO (Owner)
Huntington Beach Public Facilities 1 CONTRACTOR: Swinerton & Walberg Co.
CONTRACT FOR: General Construction
Corp. Contr4ct Work
P. O. Box 190
( - Huntington Beach, Calif. 92648
CONTRACT DATE: September 28, 1972
DATE OF ISSUANCE: February 13, 1975
PROJECT OR DESIGNATED AREA SHALL INCLUDE: All interior spaces and exterior areas
within the project limit lines, unless otherwise excluded.
The Work performed under this Contract has been reviewed and found to be substantially complete. The Date of Sub-
stantial Completion is hereby established as February 13, 1975
which is also the date of commencement of A warranties and I-Mranlees a wired b he C r s.
or e b �nc� seSIW1� 4 1
for others, see below. DEFINITION OF DATE OF SUBSTANTIAL COMPLETION
The Date of Substantial Completion of the Work or designated portion thereof is the Date certified by the Architect when
construction is sufficiently complete, in accordance with the Contract Documents, so the Owner may occupy the Work or
designated portion thereof for the use for which it is intended.
A list of items to be completer) or corrected, [prepared by the Contractor and verified and amended by the Archily(-I, is
�I1I)ended hereto. The failure to include any items on such list does not alter the responsibility of the Contractor to tort
plete all Work in accordance with the Contract Documents.
Richard & Dion Neutra, Associates
ARCHITECT BY DATE
The Contractor will complete or correct the Work on t e [is )pended he ithin FIFTY (50) days
from the above Date of Substantial Completion.
r Swi_nerton & Walberg Co. 2, /j V
CONTRACTOR DA
The Owner accepts the Work or designated portion ereof as substantially com and will assume full possession thereof
at End of normal workingday: 3:30 time) on Lru:y 13, 1975 Y� )?� (date).
Huntington Beach Public Facilities
2/13/75
OWNER Corporation BY DATE
i
The respohsibilities of the Owner and the Contractor for maintenance, heat, utilities and insurance shall be as follows:
(NOTE—Owner's and Contractor's legal and insurance counsel should determine and review insurance requirements and coverage)
General Contractors insurance shall be continued until th ate thF� iaatice of
essee, come letel
Completion is filed, and not longer than April 4, 1975. ,ti�ix p Y
( responsible for the payment of the additional insurance premium, as well as all utilities
both within the building and on the site. Guarantee and Warranty periods (per t
paragraph 24 of the Specification Section IA) shall commence upon acceptant ofessheis�`Vo
specific portion- of work by the Owner, but not later than April 4, 1975. •Nrtx shall
PM responsible for retaining the services of Ernest H. Elwood as Architectural Coordinator
A I A DOCUMENT C704 ' CER[IF ICA"rF (:F CtiRgIANTIA1. CON WIFTICIN APRit. in,o ri)iII()N. • AIA-) 9maxXXX
\ -u - IIIF AM[P.I( A;,! 1.,":1111111 fN A;'('III"I! IC I'IS NI\\'\'t IPt A\�F te'1\' l•���.II�':p.11��• �� . r
'N'
RiIFICwATE OF OWNER
AR0 III ECT U
SUBSTANTIAL CON1 RACTOR
( COMPLETION OTHER [
AIA DOCUMENT G704
PROJECT: ARCHITECT:
(name, address)
ARCHITECT'S PROJECT NUMBER:
TO (Owner)
CONTRACTOR:
CONTRACT FOR:
CONTRACT DATE:
DATE OF ISSUANCE:
PROJECT OR DESIGNATED AREA SHALL INCLUDE:
The Work performed under this Contract has been reviewed and found to be substantially complete. The Date of Sub-
stantial Completion is hereby established as
which is also the date. of commencement of all warranties and guarantees requited by the Contract Documents.
DEFINITION OF DATE OF SUBSTANTIAL COMPLETION
The Date of Substantial Completion of the Work or designated portion thereof is the Date certified by the Architect when
construction is sufficiently complete, in accordance with the Contract Documents, so the Owner may occupy the Work or
designated portion thereof for the use for which it is intended.
A list of items to be completed or corrected, prepared by the Contractor and verified and amended by the Architect, is
appended hereto. The failure to include any items on such list does not alter the responsibility of the Contractor to Com-
plete all Work.in accordance with the Contract Documents.
Richard & Dion Neutra, Associates
ARCHITECT BY �f y� DATE
The Contractor will complete or correct the Work o*' pe*nled re ithin days
from the above Date of Substantial Completion.
_Swinerton & Walberg Cb. 2 /3 7,s-
CONTRACTOR DAT
The Owner accepts the Work or designated portion thereof as stantially comp d will assume full possession thereof
at (time) on /(7dd e).
Huntington Be4ch Public Facilities 2/13
OWNER Corporation BY DATE
i
The responsibilities of the Owner and the Contractor for maintenance, heat, utilities and insurance shall be as follows:
(NOTE—Owner's and Contractor's legal and insurance counsel should determine and review insurance requirements and coverage)
for the purpose of administering the punch list work appended hereto. Mr. Elwood shall
remain Architectural Coordinator until the Final Notice of Completion has been filed.
( All liquidated damage liabilities as mentioned in the contract documents will be
terminated as of February 13, 1975.
AIA DOCUMENT G707 r-rR{Irl(-ATF (:r s1.1!�FANIIAI coxirtrrio,,j • A1'R11 i').-n r1)111(iN AIA--
r' V'- " 111r A.\fr R1( .\r: 1"'.111itr1 !)r Avr �i,iir IC �•1; Ili\\'\ru•� nvi !.t1" \`��'.,,..�, f� .• �.. ..
PGH PUBLIC�c
q�
Huntington Beach Public Facilities Corporation
C7 INCORPORATED
z y Post Office Box 190 Huntington Beach, California 92648
i OVEMBER 27,I97
y •:9, February 13 , 1975
CAL IF ORN%P
BOARD OF DIRECTORS
WMam Armstrong
R.Dudley Boyce. Subject: Central Library
Larry Curran
Robert N.Polly
CC-149
Darrell Ward
Honorable Mayor and City Council
Attention: David D. Rowlands,
City Administrator
Council Members :
Pursuant to the Lease and Sublease, entered into by the City of
Huntington Beach and the Huntington Beach Public Facilities Corpora-
tion, you are hereby notified that the Central Library is substantially
complete and available for occupancy. Therefore, it is requested that
your Honorable Body officially accept the Central Library for occupancy
and commencement of rental obligations as of February 15, 1975.
Acceptance of the Central Library as being substantially completed -
by the General Contractor was made at the Special Adjourned Meeting of
the Board of Directors of the Huntington Beach Public Facilities Corpora-
tion held on February 13, 1975 upon the recommendations of the Architec-
tural Construction Coordinator and the Project Coordinator.
Some work will be continuing after occupancy which is namely; com-
pletion of corrective punch list items , completion of exterior and inter-
ior landscaping by City forces and by City contract, and movein of City
purchased materials. However, these workings will not effect occupancy
which in actuality is to be an operational movein preparatory to the
Grand Opening scheduled for April 5, 1975.
It is recommended that your Honorable Body make this long awaited
acceptance via approval of the accompanying resolution.
Very truly yours,
Donald W. Kiser,
Asst. Sec. HBPFC
DWK/aj o
%-
RTIFICATE OF 0bVNEK Iil
ARCIiarcr LI
SUBSTANTIAL CONTRACTOR CJ
(: COMPLETION FIFI.l.) I Ll
OTHER
4 AIA DOrI.►MF.NT G70,1
PROJECT: Huntington Beach Library ARCHITECT: Richard & Dion Neutra
(name, address) & Cultural Resource Center Architects & Associates
ARCHITECT'S PROJECT NUMBER:. 7005
TO (Owner)
CONTRACTOR: Swinerton & Walberg. Co.
Huntington Beach Public Facilities
CONTRACT FOR: General Construction
Corp. Contr#ct-"Work
P. O. Box 190
( Huntington Beach, Calif. 92648 --
L CONTRACT DATE: September. 28, 1972
DATE OF ISSUANCE: February 130, 1975
PROJECT OR DESIGNATED AREA SHALL INCLUDE: All interior spaces and exterior areas
within the project limit lines, unless otherwise excluded.
The Work performed under this Contract has _been reviewed and found to be substantially complete. The Date of Sub-
stantial Completion is hereby established as February 13, 1975
wltith is also the date of commencement of Xbt warranties and tuaranlees a uired b1 d1h8eCc M AMOWs.
for e elecTTIC31,
for others, see below. DEFINITION OF DATE OF SUBSTANTIAL COMPLETION
the'Date-"of_Substantial.Completion of the. Work or designated portion thereof is the Date certified by the Architect when
construction is sufficiently complete, in accordance with the Contract Documents, so the Owner may occupy the Work or
designated portion thereof for the use for which it is intended.
'A lv�t of items to be completed or corrected, prepared by the Contractor and verified and amended by the Archile,t; is
-1ppended hereto. The failure to include any items on such list does not alter the responsibility of the Contractor to (orlt-
plete all Work in accordance with the Contract Documents.
Richard & Dion Neutra, Associates
ARCHITECT By DATE
The.Contractor will complete or correct the Work on t e lis )pended he ithin FIFTY (50) days
from the above Date of Substantial Completion.
. Sw_in_erton & Walberg Co. 2 //.l 7.r
CONTRACTOR 71 bAIFE
The Owner accepts the Work or designated portion ereof as substantially com and will assume full possession thereof
at End of normal working day: 3:30paa(time) on Mruary 13, 1975 (date).
kiuntington Beach Public Facilities 2/13/75
OWNER Corporation By DATE
i
The responsibilities of the Owner and the Contractor for maintenance, heal, utilities and insurance shall be as follows:
(NOTE—Owner's and Contractor's legal and insurance counsel should determine and review in;urance requirements and coverage)
General Contractors insurance shall be continued until th ate the Final Notice of
essee, will be completely
Completion is .filed, and not longer than April .4, 1975. itifidt�c�ix. P y
responsible for the payment of the additional insurance premium, as well as all utilities
both within the building and on the site. Guarantee and Warranty periods (per
paragraph 24 of the Specification Section IA) shall commence upon acceptance ressteee
specific portion. of work by the Owner, but not later than April 4, 1975. *�Awmtex shall
be responsible for retaining the services of Ernest H. Elwood as Architectural Coordinator
' AIA DOCUMENT G704 CF.RFIFICnTF ( r'C;lfl, TI NTIAt ComrIFTIOIN AIR in,ln,'0 ftllll(tV AIA--) sm�atxscrcx
', !' ' 111i A\IFF:If'�tJ It.=11111!r ftf 417f'lllllr I'; 1'1S NI\\"•' irt� AVF N. \' \•'.t..�li':� I�•" �`•
�� Page. -1- of -2-
` 'CERTIFICATE OF OWNER fJ
ARCHITECT U
SUBSTANTIAL CONTRACTOR
COMPLETION OTHER FIELD
�1
AIA DOCUMFNT C704
PROJECT: ARCHITECT:
(name,address)
ARCHITECT'S PROJECT NUMBER:*
TO (Owner)
CONTRACTOR:
CONTRACT FOR:
.'
CONTRACT DATE:
DATE OF ISSUANCE:
PROJECT OR DESIGNATED AREA SHALL INCLUDE:
The.Work performed under this Contract has been reviewed and found to be substantially complete. The Date of Slib-
stantial Completion is hereby established as
which is also the date of commencement of all warranties and guarantees required by the Contract Documents.
DEFINITION OF DATE OF SUBSTANTIAL COMPLETION
The Date of Substantial Completion of the Work or designated portion thereof is the Date certified by the Architect when.
construction is sufficiently complete, in accordance with the Contract Documents, so the Owner may occupy the Work or
i designated portion thereof for the use for which it is intended.
' A list of.items to be completed or corrected, prepared by the Contractor and verified and amended by the Architect, is
-appended hereto. The failure to include any items on such list does not alter the responsibility of the Contractor to com-
plete all Work in accordance with the Contract Documents.
Richard & Dion Neutra, Associates
ARCHITECT BY DATE
The Contractor will-complete. or correct the Work on the pen here ithin days
from the above Date,of Substantial Completion. -
_S_w_iner_ton & Walberg , CD. 2 13 V
CONTRACTOR B DAT
The.Owner accepts the Work or designated portion thereof as stantially comp d will assume full possession thereof
at (time) on ld
Huntington Be4ch Public Facilities 2/13/� e)
OWrvER Corporation BY DATE
The responsibililies of the Owner and the Contractor for maintenance, heat, utilities and insurance shall be as follows:
(NOTE—Owner's and Contractor's legal and insurance counsel should determine and review insurance requirements and coverage)
for the purpose of administering the punch list work appended hereto. Mr. Elwood shall
remain Architectural .coordinator until the Final Notice of Completion has been filed.
�• All liquidated damage liabilities as mentioned in the contract documents will be
terminated as of February 13, 1975.
AIA 00CUmENT G704 CER{IFICATF Cr Stl{t�TA\TIAt C.O.WIfTION .AI'Rll �9'n rlllllr�\ AIA
,t. Lr Illr A11fRU nr_I 1:'l1I Ilr11- lir nrr �I�Irr 1,: i•IG NI\\'�ru'6 Avt r.!�.• �, .•.i n•., r�c• .
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,1
RESOLUTION NO. 4022
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF HUNTINGTON BEACH ACCEPTING THE NEW CENTRAL
LIBRARY FROM THE HUNTINGTON BEACH PUBLIC FACI-
LITIES CORPORATION FOR OCCUPANCY AND RENTAL
WHEREAS, the City of Huntington Beach and. the Huntington
Beach Public Facilities Corporation have entered into that
certain "Huntington Beach Public Facilities Corporation and
City of Huntington Beach Lease and Sublease" , dated September 1,
1972; and
Written notice that the Central Library is substantially
completed and available for occupancy has been served on the
City; and
The City and Huntington Beach Public Facilities Corporation
agree that completion of corrective punch list items by the
General Contractor, completion of the exterior landscaping by
City forces , and completion of the interior landscaping by a
separate contract let by the City, and move-in of materials
Purchased by the City will not effect occupancy for the purpose
intended,
NOW, THEREFORE, the City Council of the City of Huntington
Beach does hereby resolve to accept the Central Library from the
Huntington Beach Public Facilities Corporation for occupancy
and rental payments commencing February 15, 1975 in accordance
with Sections 4, 5 and other appropriate sections of said
"Huntington Beach Public Facilities Corporation and City of
Huntington Beach Lease and Sublease" .
PASSED AND ADOPTED by the City Council of the City of
Huntington Beach at an adjourned regular meeting thereof held
I
er 1.
9
on the 14th day of February, 1975.
ATTEST: Mayor
City Clerk
APPROVED AS TO FORM:
moo„„
City Attor
APPROVED AS TO CONTENT:
City Administrator
2.
J ' R .. No. 4022
STATE OF: CALIFORNIA )
COUNTY OF ORANGE
CITY OF HUNT INGTON BEACH )
.I, ALICIA M. WENTWORTH, the duly elected, qualified City-
Clerk of the City of Huntington Beach, and ex-officio Clerk of the
City Council of said City, do hereby certify that the whole number of
members of the City Council of the City of Huntington Beach is seven;
that the foregoing resolution was passed and adopted by the affirmative
vote of more than a majority of all the members of said City Council
at a regular adigurned meeting thereof held on the 14th. day
of' rphruarx , 19 75 , by the following vote:
AYES: Councilmen:
Sh Rley. Bartlett, Gibbs, Wieder, Coen
NOES: Councilmen:
None
ASSENT: Councilmen:
Matnev. Duke
City-Clerk. and ex-officio Clerk
of the.City Couheil of'the-City
of Huntington Beach, California
is• '.
see
Huntington Beach
Public Facilities Corporation
to
BANK OF AIIERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION,
TRUSTEE
LOS ANGELES, CALIFORNIA
1nbrtftrr of fi qr aub
Dub of UQTrtst
Dated as of September 1, 1972
$5,000,000
Huntington Beach
Public Facilities Corporation
LEASEHOLD MORTGAGE BONDS
SECOND ISSUE
Dated September 1, 1972
Recorded in the Office of the County Recorder
of Orange Count- on ............................... 1972 as
Document No. ........, Book ......... page ......
of Official Records of Orange County.
TABLE OF CONTENTS
Page
Parties.---••..................................................................................................• .......... 1
Recitals..........._.............................................................................._.................._....
.. 1
ClauseFirst......................................-----......------...............---•--....................------.----- 3
ClauseSecond.......................................................................................................... 3
ClauseThird......................•---..............................---...................................._.......--.-- 3
ClauseFourth.......................................................................................................... 3
ARTICLE I
Definitions
Section
101 Definitions........................................................•--•-•-----.....-•--•---•--...._...---.--... 4
102 Inclusiveness of Certain Terms................................._........................... 6
103 References to Indenture..................•-------..----------..................................... 6
ARTICLE II
Form, Authentication, Delivery and Registration of Bonds
201 Bonds Issued Only in Accordance with Indenture.......................... 6
202 Form of Bonds and Security.................................................................. 6
203 Details of Bonds............................................................._......................... 7
204 Authentication of Bonds.......................................................................... 9
205 Registration of Bonds------------ •................•---------........--------....................-- 9
206 Payments to Registered Owners of Bonds........................................ 11
207 Filing of Closing Documents and Delivery of Bonds.................... 11
208 Disposition of Bond Proceeds...................................................... .......... 12
209 Mutilated, Destroyed, Lost or Stolen Bonds............................ ....... 12
ARTICLE THREE
Redemption of Bonds Prior to Maturity
301 Redemption Dates................................................................................... .. 13
302 Method of Redemption............................................................................. 14
303 Notice of Redemption............................................................................. 14
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Section Page
304 Cessation of Interest Upon Redemption......................................... 15
305 Bonds No Longer Outstanding........................................_................... 16
ARTICLE IV
Custody and Application of Proceeds of Bonds
401 Disposition of Moneys in the Construction Fund............................ 16
402 Payments Made from Construction Fund......................................... 18
403 Procedure of Making Payments from Construction Fund............ 18
404 Retention of Records of Transactions................................................ 20
405 Audit of the Construction Fund......................................_.................. 20
406 Completion Certificate and Transfer of Moneys..._.......................... 20
ARTICLE V
Rental Revenues and Application Thereof
501 Establishment of Special Trust Funds................................................ 21
502 Rental Revenue Fund and Application....................._......................... 21
503 Debt Service Fund.................................................................................... 22
504 Bond Redemption Fund........................................................................... 22
505 Administrative Expense Fund................................................................ 23
506 Reserve Fund.............................................................................................. 24
507 Unclaimed Moneys for Payment of Bonds and Interest............... 24
508 Disposition of Redeemed Bonds and Coupons.................................. 25
509 Pledge of all Rental Revenue and Moneys....................................... 25
ARTICLE VI
Security for Deposits and Investment of Funds
601 Moneys Deposited to be Held in Trust............................._.............. 25
602 Security for Deposits................................................................................ 26
603 Investment of Funds................................................................................ 26
604 Investments and Income as Part of Funds; Liquidation.............. 26
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Section page
304 Cessation of Interest Upon Redemption...._....................................... 15
305 Bonds No Longer Outstanding............................................................. 16
ARTICLE IV
Custody and Application of Proceeds of Bonds
401 Disposition of Moneys in the Construction Fund............................ 16
402 Payments Made from Construction Fund.......................................... 18
403 Procedure of Making Payments from Construction Fund............ 18
404 Retention of Records of Transactions.................................................. 20
405 Audit of the Construction Fund........................................................... 20
406 Completion Certificate and Transfer of Moneys............................... 20
ARTICLE V
Rental Revenues and Application Thereof
501 Establishment of Special Trust Funds................................................ 21
502 Rental Revenue Fund and Application............................................... 21
503 Debt Service Fund......................................................................._..---....... 22
504 Bond Redemption Fund............................................................................ 22
505 Administrative Expense Fund................................................................ 23
506 Reserve Fund.............................................................................................. 24
507 Unclaimed Moneys for Payment of Bonds and Interest............... 24
508 Disposition of Redeemed Bonds and Coupons.................................. 25
509 Pledge of all Rental Revenue and Moneys....................................... 25
ARTICLE VI
Security for Deposits and Investment of Funds
601 Moneys Deposited to be Held in Trust............................._.............. 25
602 Security for Deposits..................•............................................... ----......... 26
603 Investment of Funds................................................................................ 26
604 Investments and Income as Part of Funds; Liquidation.............. 26
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Section Page
ARTICLE VII
i
Covenants
701 Covenants and the Duration Thereof..._.............................._............. 27
Covenant 1 Prompt Payment............................................................. 28
Covenant 2 To Construct...................................
Covenant 3 To Discharge All Lawful Claims............................... 29
Covenant 4 Use of Rental Revenue for Proper Purpose.......... 29
Covenant 5 Protection of Funds------------------------------------------------------- 29
Covenant 6 Records and Audit.......................................................... 29
Covenant 7 Maintenance of Properties............................................ 30
Covenant 8 Against Debt.................................................................... 30
Covenant 9 :Against Liens and Encumbrances.. ............... 31
Covenant 10 To Maintain Insurance................................................. 32
Covenant 11 Performance...................................................................... 35
Covenant 12 To Maintain Corporate Existence.............................. 35
Covenant 13 Not to Distribute Profits.............................................. 35
Covenant 14 Disposition of Condemnation Award........................ 35
Covenant 15 To File Claims................................................................. 36
Covenant 16 To Maintain Paying Agents........................................ 36
Covenant 17 Arbitrage............................................................................ 36
ARTICLE VIII
Remedies of Trustee and Bondholders !
801 Events of Default-•.........................................................................----------- 37
802 Action Upon Default.............................................................................. 38
803 Application of Moneys Upon Default.................................................. 40
804 Discontinuance of Any Proceeding ............. 42
805 Action of Trustee Directed by Majority of Bondholders.............. 42
8M Notice to Trustee Before Legal Action.............................................. 42
807 Action by Trustee on Behalf of Bondholders................................... 43
808 Remedies Cumulative..................................... ...... 43
809 No Waiver of Default....................._...................................................... 43
810 Notification of Default.................................•........................................... 44
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Section Page
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ARTICLE IX
Concerning the Trustee
901 Acceptance of Trusts by Trustee......................................................... 44
902 Absence of Responsibility of Trustee........._............_......................... 45
903 Trustee not Responsible for Actions of Corporation...................... 45
904 Compensation of Trustee......................................................................... 45
905 Trustee's Right to Own and Deal in Bonds...._..._........................
906 Duties and Responsibilities of Trustee................................................ 46
907 Certain Rights of Trustee................................................................. 47
908 Right of Trustee to Rely on Certificates....._.............._..._................ 47
909 Eligibility for Appointment as Trustee....................._....................... 48
910 Resignation and Removal; Appointment of Successor Trustee.... 48
911 Acceptance of Appointment by Successor Trustee........................ 50
912 Merger or Consolidation of Trustee................................._................. 50
913 Requirements as to Trustee's Records.............................................. 51
I
ARTICLE X
Execution of Instruments by Bondholders
and Proofs of Ownership of Bonds
1001 Method of Execution of Instruments by Bondholders................... 51
ARTICLE XI `
Supplemental Indentures f
1101 Without Consent of Bondholders.......................................................... 52
1102 With Consent of Bondholders.................................
........................... 52
1103 Approval by Counsel............................................................................... 54
1104 Approval by Corporation and Bondholders.................................... 54
ARTICLE XII i
Defeasance
1201 Payment of Bonds and Discharge of Indenture.............................. 55
1202 Bonds, Coupons and Redemption Price Deemed to be Repaid........ 55
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Section Page
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ARTICLE XIII j
Miscellaneous Provisions
1301 Successor to Corporation.........._.._..........._......_................................... 56 '
1302 Notice................................................................................... ............. 56
1303 Indenture for Sole Benefit of Parties and Bondholders.._............. 56
1304 Severability......................................._.......................................................... 57 i
1305 Waiver of Personal Liability.............................................................. 57
1306 Subordination of Indenture........................................................................ 58
a
1307 Validity of Multiple Copies------------------------------------------------------------------------ 58 !ff
,f
1308 Headings........................................................................................................ 58
Execution......................_......................................_....._.........._......._..................... 58
fi
Formof Bond........._....._..._....---- ._.................................................................. 63 ►
I
Formof Interest Coupon...._............................................................................. 67
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Form of Registration......................... ..._..._.-....._...................... 68
Formof Registered Bond................................................................._................. 69
Form of Trustee's Authentication Certificate................._............................. 74
This table of contents is presented for convenience and reference
only and is not to be deemed a part of this Indenture.
if
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ems
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This Mortgage is, among other things a Mortgage of Chattels
THIS INDENTURE OF MORTGAGE AND DEED OF TRUST,
dated as of the first day of September, 1972, by and between
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION, a corporation
duly organized and existing as a non-profit corporation under and by
virtue of the laws of the State of California, and BANK of AMERICA '.
NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking associa-
tion duly organized and existing under the laws of the United States of
America and having a principal office in the City of Los Angeles,
California, which is authorized under such laws to exercise corporate
trust powers, as Trustee,
AVITNESSETH:
WHEREAS, pursuant to a certain Lease entitled "Huntington Beach
Public Facilities Corporation Lease and Sublease" the Corporation has
leased from the City for the term stated therein, certain real property
owned by the City and described in Clause First of the granting clauses E
of this Indenture; and
WHEREAS, pursuant to the provisions of the Lease, the Corporation
lias agreed to construct certain buildings and related facilities including
a library building and related facilities to such building (the "Facili-
ties") in accordance `vith the plans and specifications referred to in the
Lease; and 1
WHEREAS, the Corporation has subleased to the City said real
property, as improved by the construction of the Facilities, for the term
set. forth in the Lease; and
WHEREAS, the Corporation has determined to provide under this
Indenture for the issuance of its Leasehold Mortgage Bonds, for the
purpose of providing funds to pay the costs of acquisition, construction
and development of the Facilities; and
WHEREAS, the Articles of Incorporation of the Corporation provide i
that it is organized as a nonprofit corporation, and that no gains, profits
or dividends shall be distributed to and- of its members, and no part of
the net earnings, funds or assets of the Corporation shall inure to the
benefit of any inember, private shareholder or individual or anv other
person, firm or corporation excepting only the City, and that the
property of the Corporation is irrevocably dedicated to charitable
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purposes; and that upon the dissolution, liquidation or winding up
I
of the Corporation, the assets of the Corporation remaining after
payment of or provision for all debts and obligations of the Corpora-
tion shall be distributed to the City; and
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WHEREAS, the Corporation has determined that the Bonds shall be
secured by this Indenture and has ascertained and determined that the
provisions herein contained for protecting and enforcing the rights and
remedies of the Holders of such Bonds are reasonable, proper and in i
accordance with law, that this Indenture is necessary to the perform-
ance of its duties and the execution of its powers under law, and does
deem and determine all of the provisions herein contained to be reason-
able and proper for the security of the Holders of such Bonds; and
WHEREAS, the execution and delivery of this Indenture have been
duly authorized by resolution of the Board of Directors of the Corpora-
tion; and
WHEREAS, all acts and things required by law and by the Articles of
Incorporation and By-Laws of the Corporation necessary to make this
Indenture a valid and binding trust instrument for the security of all
Bonds duly issued hereunder, have been done and performed and the
execution and delivery of this Indenture have been in all respects duly i
authorized; and i
WHEREAS, the Trustee has accepted the trust created and estab-
lished by this Indenture and in evidence thereof has joined in the
execution hereof;
Now THEREFORE, THIS INDENTURE WITNESSETH, that in considera-
tion of the premises, of the acceptance by the Trustee of the trust
hereby created, and of the purchase and acceptance of the Bonds ''•
by the Holders thereof, and of the sum of one dollar paid to the
Corporation by the Trustee at or before the delivery hereof, the receipt
of which is hereby acknowledged, and for the purpose of fixing and E
declaring the terms and conditions upon which the Bonds are to be F
issued, authenticated, delivered, secured and accepted by all persons
who shall from time to time be or become Holders thereof, and in
order to secure the payment of all the Bonds at any time issued and
outstanding hereunder and the interest thereon according to their
tenor, purport and effect, and in order to secure the performance and
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observance of all of the covenants, agreements and conditions therein
and herein contained, the Corporation by these presents does grant, f
bargain, sell, release, convey, assign, transfer, mortgage and confirm
unto the Trustee the following property, rights and privileges (which €
collectively are hereinafter called "the Trust Estate"), to wit:
CLAUSE FIRST
The leasehold estate of the Corporation created under the Lease,
by which Lease, among other things, the City demised to the Corpora-
tion for the term of years set forth therein, and on the terms, conditions
and provisions set forth therein, the premises described in Exhibit A
attached hereto and made a part hereof.
CLAUSE SECOND
Also, all right, title and interest of the Corporation, under the
Lease or otherwise, in and to all buildings, structures and improve-
ments now located or hereafter to be erected in, under or upon the
premises demised by the Lease.
CLAUSE THIRD
Also, all property which is by the express provisions of this Inden-
ture, required to be subjected to the lien hereof; and any additional
property that may from time to time, by delivery or by writing of any
kind, be subjected to the lien hereof by the Corporation or by anyone in
its behalf, and the Trustee is hereby authorized to receive the same at
any time as additional security hereunder.
CLAUSE FOURTH
Also, all the rents, issues, profits, revenues and other income or
proceeds or receipts of the Trust Estate, which rents, issues, profits,
revenues, income and other proceeds or receipts are hereby expressly
assigned, with the right to take and collect said rents, issues, profits,
revenues, income and proceeds and receipts.
To have and to hold the Trust Estate unto the Trustee and its
successors and assigns forever.
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Subject, however, with respect to all of the foregoing clauses, to
such permitted encumbrances under this Indenture as may be superior
(by operation of law or otherwise) to the lien hereof.
But in trust, nevertheless, with power of sale, for the equal and
proportionate benefit of the Holders from time to time, of all the Bonds
(and their pertinent coupons) authenticated hereunder and issued by
the Corporation and outstanding without any priority of any one Bond
or coupon over any other.
And upon the trusts, and subject to the covenants and conditions
hereinafter set forth.
ARTICLE I
DEFINITIONS
Section 101. Definitions. The following words and terms, unless
a different meaning clearly appears from the context, shall have the
follo«zng meanings in this Indenture:
"Bond" or "Bonds" shall mean any Bond or Bonds authenticated
and delivered under and pursuant to the provisions of this Indenture.
"Bondholder" or "Holder", or any similar term when used with
reference to a Bond or Bonds, shall mean the bearer or owner of any
outstanding Bond or Bonds.
"Bond Counsel" shall mean the firm of O'Melveny&Myers or other
nationally recognized bond counsel of favorable reputation.
"Bond Registrar" shall mean the Trustee.
"City" shall mean the City of Huntington Beach.
"Consulting Architect" shall mean the architect or architects, or
firm or firms of architects, having a favorable repute for skill and
experience as consulting architects, or an engineer or engineers, or
firm or firms of engineers, each having a favorable repute for skill
and experience as consulting engineers, at the time retained by the
Corporation or by the City on behalf of the Corporation to perform
the acts and carry out the duties provided for such Consulting Archi-
tectsin this Indenture.
"Corporation" shall mean the Huntington Beach Public Facilities
Corporation.
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"Cost of the Project" shall mean the cost of the acquisition, con-
struction, development, and financing of the Project to and including
the date of completion, and shall include, without limitation, the cost
of acquisition of any land or interest therein required therefor, the
cost of any taxes or assessments paid or to be paid to any local govern-
mental body, the cost of any indemnity and surety bonds and premiums
on title insurance and insurance during construction, the administrative s
expenses of the Corporation, including, without limitation, compensa-
tion of employees of the Corporation and consultants engaged in super- if
vision, inspection or testing of materials, legal fees, any fees or ex-
penses of the Trustee during construction, the cost of issuance of the
Bonds by the Corporation and commissions, financing charges and
fees and expenses of attorneys, accountants, financial advisers and con-
sultants, the cost of audits, the cost of engineering, architectural
services, plans, specifications and surveys, estimates of cost, the re-
imbnrsement of all moneys, if any, advanced by the City or any other
public agency, instrumentality, commission or officer, from public funds
for the payment of any item or items of cost of the Project, and such
other costs and expenses, whether or not specified herein, as may be
necessary or incidental to the acquisition, construction, development
and financing of the Project, and the placing of the same in operation.
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"Fiscal fear" shall mean the fiscal year as established from time �
to time by the City, being as of the date of this Indenture, the period
from July 1 to and including the following June 30.
"Lease" shall mean the Huntington Beach Public Facilities Corpo-
ration Lease and Sublease.
"Paying Agent" shall mean such paying agent as may from time
to time be designated by the Corporation.
"Project" shall mean the acquisition construction and development
of the facilities described in the recitals hereof,as required by the Lease.
"Rental Revenue" shall mean all rent received by the Trustee
under the Lease and this Indenture from the rental of the Project, all
damage payments received from the City that are not a part of the "Cost
of the Project", all damage payments received from any contractor in
connection with the Project to the extent that such damage payments
are attributable to delay in completion and all proceeds of rental
interruption insurance policies, if any, carried with respect to the
Project pursuant to the Lease or in accordance with this Indenture.
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"Trustee" shall mean Bank of America National Trust and Savings
Association,its successor or successors and any other corporation which
may hereafter be substituted in its place as Trustee under this Inden-
ture.
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Section 102. Inclusiveness of Certain Terms. Words of the mas-
culine gender shall be deemed and construed to include correlative t
cords of the feminine and neuter genders. Unless the context shall
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otherwise indicate, the words "Bonds", "coupon",coupon» "owner",owner", "Holder"
and "person" shall include the plural as well as the singular number,
and the word "person" shall include corporations and associations, '
including public bodies, as well as natural persons.
Section 103. References to Indenture. The terms "hereby",
"liereof", "hereto", "herein", "hereunder", and any similar terms, as
used in this Indenture, refer to this Indenture, and unless the context
shall otherwise indicate, the term "Indenture" shall mean this Inden-
ture together with any Indenture supplemental hereto.
ARTICLE II
FORM, AUTHENTICATION, DELIVERY AND
REGISTRATION OF BONDS
Section 201. Bonds Issued and in Accordance with Indenture. No
Bonds may be issued under the provisions of this Indenture except
in accordance with the provisions of this Article.
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Section 202. Form of Bonds and Security. All Bonds shall be
initially issued in coupon form parable to bearer and registrable as to
principal alone (hereinafter referred to as "coupon Bonds"), exchange- f
able for bonds in fully registered form without coupons (hereinafter
referred to as "fully *registered Bonds" or "registered Bonds"). All
('e111)0n Bonds shall be issued in the denomination of $5,000 each. All
full-registered Bonds shall be issued in the denomination of$5,000 each,
or anY multiple thereof. The coupon Bonds and the coupons to be
attached thereto shall be substantially-in the form set forth in Exhibit B,
attached hereto and by this reference incorporated herein; the form of
full registered Bonds without coupons shall be substantially in the
form set forth in Exhibit C, attacbed hereto, and by this reference in-
")"I)O 'ated herein; and the Trustee's certificate of authentication to be
endorsed on all Bonds and the form of assignment on all Bonds shall
be substantially- in the form set forth in Exhibit D, attached hereto,
and by this reference incorporated herein; provided, however, that
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such modifications, insertions, oinissions and changes as are required
or permitted by this Indenture or any supplemental indenture hereafter
entered into under the provisions of this Indenture may be made; and
provided, further that any or all of said Bonds may have endorsed
thereon such legends or teat as may be necessary or appropriate to
conform to the rules and regulations of any governmental authority ;
or any wage or requirement of law with respect thereto. `
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This Indenture shall be a continuing lien to secure the full pay-
ment of the principal, interest and redemption price on the Bonds
executed, authenticated and delivered pursuant to the terms hereof,
n•itllout priority as to the security afforded by this Indenture of any
Bond over any other Bond by reason of date of issue, date of maturity,
date of delivery or any other characteristics whatsoever. The Bonds
shall be direct obligations of the Corporation, and the full faith and
credit of the Corporation are hereby pledged for the payment of such
principal, interest and redemption price. P
�ec•tion 203. Details of Bonds. There shall be authenticated and
delivered under and secured by this Indenture, for the purpose of
WIN irNg the Cost of the Project, Bonds in the aggregate principal
1111101111t Of $5.000.000. The Bonds thus to be authenticated and de-
livered shall be designated "Huntington Beach Public Facilities Corpo-
ra!i m. Leasehold Mortgage Bonds, Second Issue", shall be numbered in
Such reasonable manner as the Trustee in its discretion shall determine,
<1u111 bear interest parable semi-annually- on the first day- of September
and t11e first day- of March in each rear at the rates per annum and shall
"Nature serially on September 1, in the rears and amounts as follows:
Year Interest Interest
Amount Rate Year Amount Rate
1975 $105,000 7 1987 $210,000 51/2 %
1`•t7G 1101000 7 1988 230,000 51/2
1977 120,000 9 7 S 7 1989 240,000 5.60
130,000 7 1990 2609000 5.60
1979 135,000 7 1991 270,000 5.60
1950 110,000 7 1992 290,000 5.70
19S1 150,000 7 1993 30.5,000 53/4
160,000 7 1.991 3`?0,000 53/4
1953 170 000
1951 7 1995 34 O,000 53/.1
1S0,000 5.90 1996 M0,000 5
19,5 1.90,000 5.40 1997 3S5,000 5
19SG M0,000 511.2
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All coupon Bonds issued under this Indenture and all fully
registered Bonds delivered pursuant to Section 202 are to be dated
September 1, 1972. Thereafter, fully registered Bonds shall be dated
and shall bear interest as hereinafter provided: (i) if such fully
registered Bonds are issued on a date which is between interest pay-
ment dates, such Bonds shall bear interest from, and shall be dated
as of the interest payment date next preceding the date on which
the same shall be authenticated by the Trustee; or (ii) if the date
of authentication shall be an interest payment date, such Bonds shall
hear interest from and shall be dated as of such interest payment
date; or (iii) if such Bonds are authenticated and delivered upon
transfer of or in exchange or substitution for a Bond or Bonds on
which interest is in default, such Bonds shall bear interest from and
shall be dated as of the date from which interest is payable on such
L'ond or Bonds; or (iv) if such date of authentication shall be a
(late prior to the first interest payment date, such Bonds shall bear
interest from and shall be dated as of the commencement of the first
interest period.
In case any officer of the Corporation whose signature, or a fac-
simile thereof, shall appear on any Bonds or coupons shall cease to be
such officer before the delivery of such Bonds, such signature, or fac-
simile thereof, shall nevertheless be valid and legally sufficient for all
]),:rposes as fully and to the same extent as if he had remained in office
until the delivery, of such Bonds.
And Bonds or coupons may be signed by, or bear the facsimile
signature of, such officers of the Corporation who at the actual time of
the execution of such Bonds or coupons shall be the proper officers to
execute such Bonds or coupons, although at the date of issuance stated
in sari Bonds such officers did not then hold such offices.
The principal of, interest and any premium on the Bonds shall
he payable in lawful money of the United States of America.
The principal of, interest on, and any premium upon the redemp-
tion thereof on all fully registered Bonds shall be payable at the corpo-
rate agency division of the Trustee in Los Angeles, California and on
all coupon Bonds shall be parable at the corporate agency division of
the Trustee or the principal office of any Paying Agent or Agents at the
option of the holder thereof. Payment of interest on coupon Bonds rep-
resented by coupons shall be made only upon presentation and sur-
render of the coupons representing such interest as the same respee-
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tively fall due. Payment of the interest on each fully registered Bond
writhout coupons shall be made on each interest payment date to, or upon
the order of., the person appearing as the registered owner thereof, at F
the close of business on the lath day preceding the interest payment
date, on the registration books kept by the Bond Registrar, hereinafter
prodded for, by check or draft. mailed to such registered owner at his
address as it appears on such registration books. Payment of the prin-
cipal of all coupon bonds and of all fully registered bonds shall be made
only upon the presentation and surrender of such Bonds as the same
shall become due and payable. �r
Section 204. Authentication of Bonds. Only such of the Bonds
as shall have endorsed thereon a certificate of authentication sub-
stantially in the form set forth in Exhibit A duly executed by the
Trustee, shall be entitled to any rights, benefits, or security under
this Indenture. No Bonds, and no coupon appertaining to any Bond,
shall be valid or obligatory for any purpose unless and until such
certificate of authentication shall have been duly executed by the
Trustee, and such certificate of the Trustee upon any such Bond shall
be conclusive and the only evidence that such Bond has been duly r
authenticated and deliverecl under this Indenture. The Trustee's cer-
tificate of authentication on any Bond shall be deemed to have been i
duly executed if signed by an authorized officer of the Trustee, but
it shall not be necessary that the same officer sign the certificate of
aut-lientication on all of the Bonds that may be issued hereunder at
any one time. Before authenticating or delivering any Bonds with
coupon the Trustee sliall detach and cancel all matured coupons, if
any, appertaining thereto, representing interest theretofore paid. Such
cancelled coupons may at any time be destroyed in the manner provided
in this Indenture.
Section 205. Registration of Bonds. Title to any coupon Bond,
unless such Bond is registered as to principal in the manner herein-
after provided, and to any interest coupon, shall pass by deliver- in
the same manner a:� a negotiable instrument parable to bearer. At the
Option of the bearer, any coupon Bond may- be registered as to principal
on books for the reggistration and transfer of Bonds, kept by the Bond
Registrar, upon presentation thereof to the Bond Registrar, which
shall male notation of such registration thereon. Any coupon Bond
registered as to principal may thereafter be transferred only- upon an
assigmnent duly executed by the registered owner or his attorney,
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substantially in the form set forth in Exhibit D, such transfer to
be made on such books and endorsed on the Bond by the Bond
Registrar. Such transfer may be to bearer and thereby transferability
by delivery shall be restored, subject, however, to successive registra-
tions and transfers as before. Registration of any coupon Bond as to
principal, however, shall not affect the negotiability by delivery of the
coupons pertaining to such Bond, but every such coupon shall continue
to pass by delivery merely and shall remain payable to bearer.
Any fully registered Bond may be transferred only upon the books
for the registration and transfer of Bonds, upon the surrender thereof
at the corporate agency division of the Bond Registrar, together with
an assignment duly executed by the registered owner or his attorney,
substantially in the form set forth in Exhibit D. Upon the trans-
fer of any such fully registered Bond, there shall be issued in the
name of the transferee a new fully registered Bond or Bonds of any
of the authorized denominations, or, at the option of the transferee,
coupon Bonds with coupons attached representing all unpaid interest
due or to become due thereon, of the same aggregate principal amount, !.
interest rate and maturity, as the surrendered Bond.
Coupon Bonds, upon the surrender thereof to the Bond Registrar
with all unmatured coupons and all matured coupons in default, if
any, pertaining thereto, may at the option of the Holder or registered
owner thereof, be exchanged for an equal aggregate principal amount
of fully registered Bonds of like interest rate and maturity of the j
authorized denominations. Fully registered Bonds, upon the surrender
thereof to the Bond Registrar, together with an assignment duly exe-
cuted by the registered owner or his attorney, substantially in the form
set forth in Exhibit D, may, at the option of_the registered owner
thereof, be exchanged for an equal aggregate principal amount of
coupon Bonds with coupons attached representing all unpaid interest
due or to become due thereon, or for registered Bonds of any other C
authorized denominations, of like interest rate and maturity.
One exchange or transfer of a fully registered Bond for a coupon {
Bond or coupon Bonds will be made without charge to the Bondholder.
The Corporation and the Bond Registrar may make a charge for every
other exchange or transfer of Bonds sufficient to reimburse them for
any tax, fee or other governmental charge, required to be paid with
respect to such exchange or transfer and the cost of preparing each
new Bond delivered upon such exchange or transfer and any and all
other expenses of the Corporation and the Bond Registrar incurred
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in connection therewith, and all such charges shall be paid before any
such exchange or transfer shall take place. Neither the Corporation
nor the Bond Registrar shall be required to make any such exchange
or transfer of a Bond during the fifteen (15) days next preceding an
interest payment date on such Bond or after such Bond has been called
for redemption or, in the ease of any proposed redemption of Bonds,
during the fifteen (15) days next preceding the date of the publication
of notice of redemption.
Section 206. Pavments to Registered Owners of Bonds. As to
any fully registered Bond, or any coupon Bond registered as to princi-
pal, the person in whose naive the same shall be registered shall be
doomed to be and regarded as the absolute owner thereof for all pur-
posos, and payment of or on account of the principal or redemption
Price of any such Bond and the interest on such a fully registered
Bond shall be made only to or upon the order of the registered owner
tlloreof or his legal representative, but such registration may be
oilanned as hereinabove provided. All such payments shall be valid and
effertnal to satisfy and discharge the liability upon such Bond, includ-
incr the interest thereon, to the extent of the sum or sums so paid. The
('nrporation and the Bond Registrar may deem and treat the bearer of
any coupon Bond not registered as to principal and the bearer of anv
rnlipnn portaining to any coupon 'Bond, whether or not such Bond shall
h(, registered as to principal, as the absolute owner of such Bond or
collTnon as the case may be, whether such Bond or coupon shall have
matured or not, for the purpose of receiving payment thereof, and
fnr all other purposes whatever and neither the. Corporation nor the
Bnnd Registrar shall he affected by any notice to the contrary.
Coction 207. Filing of Closing Documents and Delivery of Bonds.
,aid Bonds. upon their execution in the form and manner set forth in
Exhibits R, C and D, and as herein provided, shall be deposited
litb the Trustee for authentication. but before said Bonds shall be
allthonticated and delivered by the Trusteee there shall be filed with or
delivered to the Trustee the following:
(a) A copy of a resolution adopted T)v the. Board of Directors
of the Corporation and certified by its Secretary authorizing the
issuance of the Bonds and directing the authentication and delivery
of sucb Bonds to or upon the order of the purchasers therein
named upon payment of the purchase price therein set forth:
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(b) Bond Counsel's opinion to the effect that:
(i) this Indenture has been duly and lawfully authorized,
executed and delivered by the Corporation, is in full force
and effect, and is valid and binding upon the Corporation in
accordance with its terms, and that such Bonds are valid,
binding and direct obligations of the Corporation, in accord-
ance with their terms and the terms of this Indenture, and such
Bonds have been duly and validly authorized and issued in
accordance with law and this Indenture; and
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(ii) the Bonds, under the circumstances of the issuance
and sale thereof, are not required to be registered under the
Securities Act of 1933, as amended, and qualification of this
Indenture under the Trust Indenture Act of 1939 is not
required; and
(iii) the Bonds, under the circumstances of the issuance
and sale thereof, are exempt from qualification under the
California Corporate Securities Law.
Such Bonds may be authenticated, delivered and paid for in
amounts of less than the total authorized principal amount from time
to time, as the Corporation may direct upon its written order to the
Trustee.
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When the documents mentioned above shall have been filed with the
Trustee and when said Bonds shall have been executed and authenti-
cated as required by this Indenture, the Trustee shall deliver said
Bonds to or upon the order of the purchasers named in the resolution
mentioned in paragraph (a) of this Section, but only upon pay-
ment to the Trustee of the purchase price of said Bonds. The Trustee
shall be entitled to rely upon such resolution as to the names of the
purchasers and. the amount of such purchase price.
Section 208. Disposition of Bond Proceeds. The proceeds of the
sale of the Bonds issued hereunder, including premium and accrued
interest, if any, shall be deposited by the Trustee to the credit of the
Construction Fund hereinafter created and established, to be disbursed
and applied-as hereinafter provided.
Section 209. Mutilated, Destroyed, Lost or Stolen Bonds. In case k
any Bond secured hereby shall become mutilated, destroyed, lost or
stolen, the Corporation may cause to be executed, and the Trustee may
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authenticate and deliver, a new Bond of like date and tenor in exchange
and substitution for and upon the cancellation of such mutilated Bond I
and its interest coupons, if any, or in lieu of and in substitution for such
Bond and its interest coupons, if any, destroyed, lost or stolen, upon
the Holder's paying the reasonable expenses and charges of the Corpo-
ration and the Trustee in connection thereivith, and, in the case of a
Bond destroyed, lost or stolen,his filing with the Trustee evidence satis-
factory to it and to the Corporation that such Bond and coupons, if any,
were destroyed, lost or stolen, and of his ownership thereof, and fur-
nishing the Corporation and the Trustee with indemnity satisfactory to
them.
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ARTICLE III
REDEMPTION OF BONDS PRIOR TO MATURITY
Section 301. Redemption Dates. In the event of loss of or damage
to or condemnation of the Project, as more fully set out hereafter, all
or part of the Bonds issued under this Indenture, at the time outstand-
ing, may be redeemed for the principal amount thereof together -with
interest accrued to the redemption date plus a premium equal to one
quarter of one percent (1/4 7o) of said principal amount plus one quarter
of one percent (1/47o) for each year or fraction of a year from the
redemption date to the maturity date of the bond provided however, i
that in no event shall such premium exceed four percent (417o) of i
the principal amount. Redemption of the Bonds for the aforementioned
purposes may be made in the manner and from the funds hereinafter
provided at any time prior to their stated date of maturity, at the
option of the Corporation, as a whole, or in part, provided that if less
than all of the Bonds are redeemed, the Trustee shall determine a
principal amount of Bonds in each maturity- to be redeemed so that
approximately equal annual debt service will prevail, and the Bonds
to be redeemed in each maturity shall be selected by lot by the Trustee.
Except as set forth in the preceding paragraph the Bonds maturing
on or prior to September 1, 1952, shall not be subject to call and redemp-
tion prior to maturity. The Bonds maturing on September 1, 1983, and
thereafter may, at the option of the Corporation, be called for redemp-
tion prior to maturity in whole or in part on September 1, 1982, or on
any interest payment date thereafter, but only in the manner and only
from the funds as hereinafter provided, at a redemption price for each
redeemable Bond equal to the principal amount thereof plus a premium
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equal to one quarter of one percent (1/4%) of said principal amount
plus one quarter of one percent (1/4%) for each year or fraction of a
year from the redemption date to the maturity date of the Bond.
No Bond shall be so redeemed except from moneys deposited in
or transferred to the Bond Redemption Fund as_hereinafter provided.
Section 302. Method of Redemption. Except as otherwise herein-
before provided, if less than all of the Bonds shall be called for prior
redemption, such Bonds shall be redeemed in inverse order of maturity
and the particular bonds within a maturity to be redeemed shall be
selected by lot by the Trustee in such manner as the Trustee in its
discretion may determine; provided, however, that the portion of any
registered Bond to be redeemed shall be in the principal amount of
$5,000 or a multiple thereof, and that, in selecting coupon Bonds and
portions of fully registered Bonds for redemption, the Trustee shall
treat each such fully registered Bond as representing that number of
coupon Bonds which is obtained by dividing the principal amount of
such fully registered Bond by $5,000.
Section 303. Notice of Redemption. A notice of any such redemp-
tion, either in whole or in part, signed by the Trustee, (a) shall be
published at least once not less than thirty (30) days prior to the re-
demption date in a daily financial journal or daily newspaper of general
circulation printed in the English language and published in The City
of New York, State of New York, and (b) shall be mailed, postage
prepaid, to all registered owners of Bonds to be redeemed at their
addresses as they appear on the registration books hereinbefore pro-
vided for. Such notice shall also be mailed to any financial consultant
connected with the issuance of the Bonds, and to any person, firm, cor-
poration or syndicate that originally purchased the Bonds, but failure
to so mail any such notice shall not affect the validity of the proceedings
for such prior redemption. Each such notice shall set forth the date
fixed for prior redemption, the redemption price to be paid and, if
less than all the Bonds then outstanding shall be called for prior re-
demption, the distinctive numbers of such Bonds to be redeemed, and,
in the case of registered Bonds without coupons to be redeemed in
part only, the portion of the principal amount thereof to be redeemed.
In case any registered Bond without coupons is to be redeemed in
part only, the notice of redemption which relates to such Bond shall
state also that on or after the redemption date, upon surrender of such
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Bond, a new Bond or Bonds in principal amount equal to the un-
redeemed portion of such Bond and of the same maturity or maturities
will be issued.
Section 304. Cessation of Interest on Redemption. Notice of such
redemption having been published in the manner and under the condi-
tions hereinabove provided, the Bonds or portions of registered Bonds
so called f or prior redemption shall, on the redemption date designated
in such notice, become and be due and payable at the redemption price
provided for prior redemption of such bonds or portions of registered
Bonds on such date. On the date so designated for prior redemption,
notice having been published and moneys for the payment of the
redemption price being held irrevocably in trust by the Trustee, all as
provided in this Indenture, interest on the Bonds or portions of regis-
tered Bonds so called for prior redemption shall cease to accrue; the
coupons for interest on any Bond so called for redemption maturing
subsequent to the redemption date shall be void; such Bonds and por-
tions of registered Bonds shall cease to be entitled to any lien,benefit or
security under this Indenture, and the Holders or registered owners of
such Bonds or portions of registered Bonds shall have no rights in
respect thereof except to receive payment of the redemption price
thereof, and, to the extent hereinafter in this Section provided, to
receive Bonds for any unredeemed portions of registered Bonds with-
out coupons.
In case part, but not all, of an outstanding registered Bond without
coupons shall be called for redemption, the registered owner thereof
may, present and surrender such Bond to the Trustee for payment of
the redemption price of the principal amount thereof so called for prior
redemption, and there shall be executed, authenticated and delivered
to or upon the order of such registered owner, without charge therefor,
for the unredeemed balance of the principal amount of the registered
Bond without coupons so surrendered, either coupon Bonds or a
registered Bond of the same maturity of the Bond so presented and
surrendered at the option of such registered owner.
Notwithstanding the foregoing provisions of Section 303 and this
Section 304, payment. of the redemption price of a portion of any Bond
registered in the name of a bank, trust company or insurance company
shall be made by the Trustee to the registered owner thereof without
presentation or surrender thereof to the Trustee if there shall be on file
with the Trustee (and not theretofore rescinded by written notice from
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such registered owner received by the Trustee) an agreement (or a con-
formed copy thereof) between the Corporation and such registered
holder that (1) payments will be so made; (2) such registered Holder
will make notations on such Bond of payment of the portions thereof
so redeemed; and (3) such registered Holder will not dispose of such
Bond without first presenting the same to the Trustee for appropriate
notation thereon of the portion of the principal amount thereof so
redeemed or surrendering same to the Trustee for exchange for a
Bond or Bonds in authorized denominations aggregating the same
principal amount and of the same maturity or maturities as the princi-
pal amount of the Bond or Bonds surrendered which shall remain un-
paid. The Trustee shall not be under any duty to determine that such
notations have been made.
Section 305. Bonds No Longer Outstanding. When any Bonds, or
when portions of registered Bonds without coupons, which have been
duly called for redemption under the provisions of this Article, or
with respect to which irrevocable instructions to call for prior re-
demption at the earliest redemption date have been given to the Trustee,
in form satisfactory to it, and sufficient moneys shall be held by the
Trustee irrevocably in trust for the Holders of the Bonds or portions
of Bonds to be redeemed for the payment of the redemption price of
such Bonds or portions of Bonds and accrued interest to the date fixed
for redemption, all as provided in this Indenture, then such Bonds
or portions of registered Bonds shall not be deemed to be outstanding
under the provisions of this Indenture.
ARTICLE IV
CUSTODY AND APPLICATION OF PROCEEDS OF BONDS
Section 401. Disposition of Moneys in the Construction Fund and
Interest During Construction Fund. Two special trust funds shall be
created, established and held by the Trustee, designated as "Hunting-
ton Beach Public Facilities Corporation Construction Fund" (herein-
after sometimes called the "Construction Fund")- and the Huntington
Beach Public Facilities Corporation Interest During Construction
Fund" (hereinafter sometimes called the"Interest During Construction
Fund") to the credit of which Construction Fund and Interest During
Construction Fund deposits shall be made as are hereinbefore and
hereinafter required.
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Upon receipt by the Trustee of the proceeds of the Bonds, the
Trustee after deducting the amounts required to be deposited in the
Reserve Fund pursuant to Section 506 of Article V shall deposit the
amount of $587,735 in the Interest During Construction Fund and
shall thereafter allocate the remaining portion of the proceeds to the
Construction Fund for application to the payment of the Cost of the
Project. There shall also be deposited by the Trustee to the credit of
I the Construction Fund: (i) all interest and other income earned on any
moneys deposited with the Trustee under the provisions of this Inden-
ture for periods prior to completion of the entire Project, and (ii) any
moneys to the extent received by the Trustee from any other source
(including, without limitation, any moneys donated for such purposes).
There shall be paid by the Corporation to the Trustee for credit to the
Construction Fund any moneys described in the foregoing clauses of
this paragraph.
The moneys deposited to the credit of the Construction Fund, in-
cluding all deposits and obligations held as investments thereof and
the proceeds of such deposits and obligations held as investments, shall
be field in trust and applied only for the payment of the Cost of the
Project, as hereinafter provided, in accordance with the provisions
of this Article IV.
All the moneys held in the Construction Fund and in the Interest
During Construction Fund shall, as nearly as may be practicable,
be continuously invested and reinvested by the Trustee in direct obli-
gations of the United States of America or obligations for which the
full faith and credit of the United States are pledged for the payment
of principal and interest, or any obligations issued by federal land
banks or federal intermediate credit banks established under the Fed-
eral Farm Loan Act, as amended, bonds or debentures of the Federal
Home Loan Bank Board or of an- federal home loan bank established
under the Federal Home Loan Bank Act, and debentures and consoli-
dated debentures issued by the Central Bank for Cooperatives and
banks for cooperatives established under the Farm Credit Act of 1933,
as amended, or such moneys shall be deposited by the Trustee in any or
all the banks which are members of the Los Angeles Clearing House
Association in interest bearing deposits or certificates of deposit, or in
any or all of the savings and loan associations incorporated under the
laws of the United States of America or under the laws of the State of
California, which maintain an office in the County of Los Angeles,
California, and whose accounts are insured by the Federal Savings
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and Loan Insurance Corporation, in investment certificates or with-
drawable shares, such investment deposits, certificates and shares to
mature or be withdrawable, as the case may be, in such amounts and
at such times as may be necessary, in the opinion of the Trustee to
provide funds when needed to pay the Cost of the Project or the interest
on the Bonds during the construction of the Project, and in any event
to mature or be withdrawable in not to exceed two years from the date
of investment. The deposits and obligations shall be held by the
Trustee and shall be deemed at all times to be a part of the Construction
Fund and the Interest During Construction Fund, as the case may
be, and the Trustee shall at all tunes keep the Corporation advised as
to the details of all investments and deposits.
The moneys deposited in the Interest During Construction Fund
including all deposits and obligations held as investments thereof, shall
be held in trust and applied only for the payment of interest on the Bonds
during the period of construction of the Project. The income proceeds
of all deposits and obligations held as investments in the Interest During
Construction Fund shall be transferred from time to time by the
Trustee to the Construction Fund and shall thereafter be deemed to
be a .part of the Construction Fund.
Section 402. Payments Made from Construction Fund and Interest
During Construction Fund. Payment of the Cost of the Project shall be
made from moneys in the Construction Fund and payment of the
interest on the Bonds during construction of the Project shall be made
from moneys in the Interest During Construction Fund. Except as
otherwise expressly provided by other provisions of this Indenture,
all payments from the Construction Fund or Interest During Construc-
tion Fund shall be subject to the provisions and restrictions set forth
in this Article IV, and the Corporation covenants that it will not
cause or permit to be paid from the Construction Fund or Interest
During Construction Fund any sums except in accordance with such
provisions and restrictions.
Section 403. Procedure of Making Payments from Construction
Fund. Payments from the Construction h'und shall be made in accord-
ance with the provisions of this Section. Before any such payment
shall be made on account of the Cost of the Project. the Corporation
shall file with the Trustee:
(a) A requisition, signed by such officer or officers of the
Corporation as the Board of Directors of the Corporation shall
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designate by resolution, stating in respect to each payment to be
made:
(i) The item number of payment;
(ii) The name of the person to whom payment is to be
made;
(iii) The amount to be paid;
(iv) The purpose, by general classification, for which
payment is to be made,
(v) That obligations in the stated amounts have been
incurred by the Corporation, that each item is a proper charge
against the Construction Fund and that payment therefor has
not been made; and
(vi) That there has not been filed with or served upon the
Corporation notice of any lien, right to lien, or attachment
upon, or claim affecting the right to receive payment of, any
of the moneys payable to any of the persons named in such
requisition, which has not been released or will not be released
simultaneously with such payment; and
(b) In the case of each payment made under a construction
contract, the Corporation shall file with the Trustee a certificate
signed by the Consulting Architect and attached to such requisition,
certifying approval thereof and further certifying to the best
information and belief of the Consulting Architect that in so far as
each such obligation was incurred for work, materials, equipment
and supplies, such work was actually performed, or such materials,
equipment or supplies were actually installed, in furtherance
of the construction of the Project or delivered at the site of the
work for that purpose, or delivered for storage or fabrication at
a place or places approved by the Consulting Architect.
Upon receipt of each such requisition and the accompanying certifi-
cate where applicable, the Trustee shall pay each such item from the
Construction Fund directly to the person entitled thereto as named in
such requisition, or shall deliver to the Corporation a check or draft
for the payment thereof drawn to the person entitled thereto,as directed
by the Corporation.
The Consulting Architect and the Board of Directors of the Corpo-
ration shall cooperate in establishing a procedure so that at monthly
19
intervals during the construction period waivers of liens shall be filed
with the Trustee which are reasonably current with the status of the
construction of the Project.
Payments of interest on the Bonds during construction of the
Project shall be made by the .Trustee from the Interest During Con-
struction Fund, such interest payments to be made directly to the Bond-
holders when due and payable.
Section 404. Retention of Records of Transactions. All requisi-
tions, statements and certificates received by the Trustee, as required
in this Article as conditions of payment from the Construction Fund,
may be relied upon by and shall be retained in the possession of the
Trustee, subject at all times to the inspection of the Corporation, its
agents and representatives.
Section 405. Construction Fund Report. At least once in each
six (6) months during the construction of the Project, the Trustee shall
prepare a report covering all receipts and moneys then on deposit with
the Trustee, in the name of the Trustee, or the Corporation, in the
Construction Fund and Interest During Construction Fund, and any
security specifically pledged therefor, any investments thereof, and all
disbursements made pursuant to the provisions of this Article IV.
Said reports shall be mailed by the Trustee to the Corporation, to any
financial consultant connected with the issuance of the Bonds, to any
person, firm, corporation or syndicate that originally purchased the
Bonds and to any Bondholder who shall make written request for the
same.
Section 406. Completion Certificate and Transfer of Moneys.
After completion of construction of the Project, the Corporation shall
3eliver to the Trustee a certificate, signed by the Secretary of the
Corporation, stating the date upon which such completion occurred, and
the amount of money,if any, required for the payment of the remaining
cost thereof; the Trustee shall immediately transfer any moneys in
the Interest During Construction Fund to the Debt Service Fund
(hereinafter established) and shall make provision in the Construction
Fund for payment of such remaining construction cost, if any, and
any remaining balance shall be transferred or held by the Trustee as
directed by a resolution of the Board of Directors of the Corporation
in the amounts and for the purposes as follows:
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(a) An amount to the Debt Service Fund which shall be
credited against the rent or additional rent due from the Public
Corporation as provided in Section 5 of the Lease, or
(b) An amount to be retained in the Construction Fund for
changes, alterations and additions to the Project.
Any remaining balance after transfer to the Debt Service Fund and/or
retention in the Construction Fund, if any, shall be transferred by the
Trustee to the Rental Revenue Fund (hereinafter established).
ARTICLE V
RENTAL REVENUE AND APPLICATION THEREOF
Section 501. Establishment of Special Trust Funds. There shall
be created, established and held by the Trustee, the following several
special trust funds, in which deposits shall be made as are hereinbefore
and hereinafter required:
(a) The Huntington Beach Public Facilities Corporation
Rental Revenue Fund ("Rental Revenue Fund").
(b) The Huntington Beach Public Facilities Corporation Ad-
ministrative Expense Fund ("Administrative Expense Fund").
(c) The Huntington Beach Public Facilities Corporation Debt
Service Fund ("Debt Service Fund").
(d) The Huntington Beach Public Facilities Corporation Bond
Redemption Fund ("Bond Redemption Fund").
(e) The Huntington Beach Public Facilities Corporation Re-
i
serve Fund ("Reserve Fund").
Section 502. Rental Revenue Fund and Application. All Rental
Revenue shall be paid to the Trustee and deposited by the Trustee to
the credit of the Rental Revenue Fund.
All moneys on deposit in the Rental Revenue Fund shall be dis-
bursed, applied or set aside by the Trustee in the following order of
priority:
(a) Immediately after the receipt by the Trustee of any Rental
Revenue and also after the receipt of other moneys transferred to
the Rental Revenue Fund under any other provisions of this
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Indenture, the Trustee shall apportion and set apart out of the
Rental Revenue Fund and deposit in the Debt Service Fund an
amount sufficient together with the balance then on hand in said
Fund to pay the interest becoming due on the Bonds on both the
next succeeding two interest payment dates, and the principal
becoming due on the next succeeding principal payment date.
(b) Thereafter, the Trustee shall set aside in the Reserve
Fund such amount, if any, as is necessary and will be sufficient to
restore the Reserve Fund to that amount required by Section 506
hereof.
(c) Thereafter, the Trustee shall set aside in the Adminis-
trative Expense Fund such amount as the Corporation shall certify
to the Trustee as necessary for the payment of the budgeted ad-
ministrative expenses of the Corporation.
(d) Thereafter, the Trustee shall apportion and set apart out
of the Rental Revenue Fund and deposit in the Bond Redemption
Fund the amount, if any, of any balance remaining after making
the deposits and allocations required by subparagraphs (a), (b)
and (c) above.
Section 503. Debt Service Fund. The Trustee shall pay the prin-
cipal and interest becoming due on the Bonds after completion of the
Project from the Debt Service Fund.
Section 504. Bond Redemption Fund. Moneys at any time
deposited in the Bond Redemption Fund shall be used as follows:
(a) If the deposits required to be made under subsections
(a), (b) and (c) of Section 502 are insufficient so that the
moneys on deposit to the credit of the Debt Service Fund or set
t aside in the Reserve Fund or set aside in the .administrative
Expense Fund are less than the amounts hereinbefore required to
be on deposit or set aside therein at that time, and there are then
moneys on deposit in the Bond Redemption Fund, the Trustee shall
transfer from the Bond Redemption Fund and deposit to the credit
of the Debt Service Fund, and/or set aside in the Reserve Fund and
the Administrative Expense Fund, the amount sufficient to make up
any deficiency.
(b) The balance remaining in the Bond Redemption Fund
after making the deposits required by paragraph (a) of this Sec-
tion may be considered surplus by the Trustee and, upon receipt
22
of a resolution of the Board of Directors of the Corporation
directing such action, such surplus shall be utilized by the Trustee
in accordance with the following provisions:
(i) to purchase any Bonds, in such manner as it may
determine, then outstanding on the most advantageous terms
obtainable with reasonable diligence, but such price shall not
exceed 1047c of the principal amount thereof plus accrued
interest to the date of purchase, or
(ii) to call for redemption and redeem on the next ensuing
interest payment date such amount of Bonds as specified
at the applicable redemption prices. Prior to the redemption
date the Trustee shall withdraw from moneys in the Bond
Redemption Fund and deposit in a special trust account the
amounts required for the payment by the Trustee of the re-
demption price, exclusive of accrued interest, of the Bonds
so called for redemption and the Trustee shall withdraw from
the Debt Service Fund and deposit in such special trust
account the amounts required for the payment of interest on
such Bonds to the date of redemption, and such amounts so
i withdrawn shall be applied for the payment of such redemp-
tion price and interest on or after the date of redemption of
such Bonds, or
(iii) to be transferred to the Construction Fund for
changes, alterations and additions to the Project, or
(iv) to reimburse the City for any rent or additional rent
previously paid to the Corporation pursuant to the terms of
the Lease.
Section 505. Administrative Expense Fund. Moneys at any time
set aside in the Administrative Expense Fund shall be used and ap-
plied solely for the payment of such expenses of the Corporation as
approved by the Corporation. Payments of administrative expenses
shall be made by the Trustee upon receipt of a requisition, signed by
such officer or officers of the. Corporation as the Board of Directors o£
the Corporation shall designate by resolution, stating in respect to each
payment to be made (a) the item number of the payment, (b) the name
of the person to whom pa-\-ment is to be made, (c) the amounts to be
paid, and (d) that obligations in the stated amounts have been incurred
by the Corporation, and have not been paid. Upon receipt of each such
requisition, the Trustee shall pay each such item directly to the person
i
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entitled thereto as named in such requisition, or shall deliver to the
Corporation a check or draft for the payment thereof, as directed by
the Corporation.
Section 506. Reserve Fund. From the proceeds of the Bonds an
amount equal to one year's base rent under the Lease shall be placed
in the Reserve Fund. Thereafter, pursuant to Section 502 hereof,
there shall be placed in the Reserve Fund, from time to time by
annual transfers the amount necessary to maintain the Reserve Fund at
a level equal to one year's base rent under the Lease. Moneys in the
Reserve Fund shall be used solely for the purpose of paying the
principal of and interest on the Bonds in the event that the moneys
in the Debt Service Fund are insufficient therefor and for that
purpose may be withdrawn and transferred to the Debt Service Fund.
No payment need be made into the Reserve Fund so long as there shall
be in said fund a sum at least equal to one year's base rent
under the Lease. Wlienever moneys are withdrawn from the Reserve
Fund to pay principal of and interest on the Bonds, the amount in the
Reserve Fund shall be restored to the amount required in this Section
from any available source from the first available moneys. If requested
by the Corporation at any time prior to the completion of the Project,
any moneys in the Reserve Fund in excess of the aforesaid minimum
amount shall be transferred to the Construction Fund, and thereafter
any moneys in the Reserve Fund in excess of said required minimum
shall on July 31 and January 31 of each year be transferred to the
Rental Revenue Fund. Moneys in the Reserve Fund may be used to
pay in full the remaining principal and interest on the Bonds. In the
event all of the Bonds are called for redemption prior to maturity,
moneys in the Reserve Fund may be deposited in the Bond Redemption
Fund and used in the manner and for the purposes provided in Article
III and Section 504 hereof.
Section 507. Unclaimed Moneys for Payment of Bonds and In-
terest. Any moneys which shall have been set aside for the purpose
of paying any particular Bonds, either at the maturity thereof, or
upon purchase or call for redemption as provided herein, or for the
purpose of paying any particular installments of interest on any par-
ticular Bonds, shall be held irrevocably in trust for and assigned to
the respective Holders of the Bonds or coupons entitled thereto, and if
the same shall remain unclaimed by the Holders of such Bonds or of
such coupons for a period of seven years after the date on which such
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Bonds or such coupons shall have become payable shall, upon request
in writing from the Corporation, be paid to the Corporation by the
Trustee and thereafter the Holders of such Bonds or such coupons
shall look only to the Corporation for payment and then only to the
extent of the amounts so received without any interest thereon, and the
Trustee shall have no responsibility with respect to such moneys.
Section 508. Disposition of Redeemed Bonds and Coupons. All
Bonds paid, redeemed or purchased, either at or before maturity,
together with all unmatured coupons, if any, appertaining thereto, shall
be cancelled when such payment, redemption or purchase is made, and
such Bond and coupons shall be delivered to the Trustee. All interest
coupons shall be cancelled upon their payment and delivered to the
Trustee. All cancelled Bonds and coupons shall be held by the Trustee
until this Indenture shall be released; provided, however, that Bonds
and coupons so cancelled may at any time, upon direction of the
Corporation, be destroyed by cremation or chemical means by the
Trustee, who shall execute a certificate thereof in duplicate describing
the Bonds and coupons so destroyed, and one executed certificate shall
be filed with the Corporation and the other executed certificate shall
be retained by the Trustee.
Section 509. Pledge of All Rental Revenue and Moneys. All
Rental Revenue and any other moneys paid to or to be paid into the
funds or accounts created or set aside herein or pursuant hereto are
hereby assigned and pledged to the Trustee as provided herein in trust
for the benefit of the Holders of Bonds issued hereunder and pursuant
hereto to secure the payment of the principal and redemption price of,
and interest on, said Bonds. Such pledge and assignment shall immedi-
ately be effective without any physical delivery thereof or further act;
and the lien of such pledge and assignment shall be valid and binding
as against, and prior and superior to, any liens of all other parties
having claims of any kind in tort, contract or otherwise against the
Corporation, irrespective of whether such parties have notice thereof.
ARTICLE VI
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
Section 601. Moneys Deposited To Be Held in Trust. All moneys
deposited under the provisions of this Indenture with the Trustee shall
be held in trust and applied only in accordance with the provisions of
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this Indenture, and shall not be subject to lien or attachment by any
creditor of the Corporation, other than the lien of the Holders of the
Bonds issued pursuant to and secured by this Indenture.
Section 602. Security For Deposits. All moneys held hereunder
by the Trustee shall be continuously and fully secured, for the benefit
of the Corporation and the Holders of the Bonds in the same manner
as is provided by law for other trust funds.
s Section 603. Investment of Funds. Moneys held in any fund
created hereunder shall be invested with reasonable diligence by the
Trustee in direct obligations of the United States of America or obliga-
tions for which the full faith and credit of the United States are pledged
for the payment of principal and interest, or any obligations issued
by federal land banks or federal intermediate credit banks established
under the Federal Farm Loan Act, as amended, bonds or debentures
of the Federal Home Loan Bank Board or of any federal home loan
bank established under the Federal Home Loan Bank Act, and deben-
tures and consolidated debentures issued by the Central Bank for Co-
operatives and banks for cooperatives established under the Farm Credit
Act of 1933, as amended, or at the direction of the Corporation, such
moneys shall be apportioned by the Trustee among any or all of the
banks which are members of the Los Angeles Clearing House Associa-
tion in interest bearing deposits or certificates of deposit, or in any or
all of the savings and loan associations incorporated under the laws of
the United States of America or under the laws of the State of Cali-
fornia,which maintain an office in the County of Los Angeles, California,
and whose accounts are insured by the Federal Savings and Loan In-
surance Corporation, in investment certificates or withdrawable shares,
such investments, certificates, deposits and shares to mature or be with-
drawable, as the case may be, not later than the date or dates when the
moneys held in such funds will be required for the purposes in this
Indenture provided, and in any event to mature or be withdrawable in
not to exceed two years from the date of investment.
All the moneys in the funds referred to above shall be continuously
invested or deposited, as nearly as may be practicable, subject to the
conditions provided above and to the necessity to provide moneys when
needed for payments provided to be made from such funds.
Section 604. Investments and Income as Part of Funds; Liquida-
tion. Obligations purchased or deposits made with moneys in any fund
26
created hereunder shall be deemed at all times to be a part of such
fund and the interest and income accruing thereon and any profit
realized from the liquidation of any such investment shall be credited
to such fund and any loss resulting from the liquidation of any such
investment shall be charged to such fund. For the purposes of any
such investment, obligations of the United States of America shall be
deemed to mature at the earliest date on which the United States of
America is on demand irrevocably required to pay a fixed sum in
discharge of the whole of such obligations.
In computing the amount in any fund created under the provisions.
of this Indenture for any purpose provided in this Indenture, obliga-
tions purchased as an investment of moneys therein shall be valued at
the cost thereof, adjusted annually for the amortization of premium
or the accumulation of discount.
The Trustee shall sell at the best price obtainable, or present for
redemption, any obligations so purchased as an investment whenever it
shall be requested in writing by the Corporation so to do or whenever
it shall be necessary in order to provide moneys to meet any payment
or transfer from any such fund. The Trustee shall not be liable or
responsible for making any investment or deposit in the manner pro-
vided above or for any loss resulting from any such investment or
deposit made in the manner provided above. The Trustee shall advise
the Corporation in writing, when reasonably requested to do so, of the
details of all investments or deposits held for the credit of any such
funds in the custody of the Trustee under the provisions of this Inden-
ture as of the end of the preceding month.
ARTICLE VII
COVENANTS
Section 701. Covenants and the Duration Thereof. As part of
the terms and conditions of the Bonds, the Corporation makes the
covenants with the Bondholders which are set forth in the following
subdivisions of this Section. Each of said covenants shall remain in
full force and effect so long as any of the Bonds shall be outstanding
and unpaid, or so long as provision has not been made for the full
payment and discharge of all such outstanding Bonds, upon maturity,
or upon redemption prior to maturity, through the irrevocable setting
27
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apart in the appropriate fund or funds established in or pursuant to
this Indenture, or through the irrevocable setting apart in some other
special trust fund of money sufficient for that purpose or through
other irrevocable allocation to that purpose of money sufficient therefor.
Covenant 1. Prompt Payment. The Corporation shall cause pay-
ment to be promptly made of the principal, interest and the redemption
price, if any, on every Bond at the place, on the dates and in the manner
provided herein and in said Bonds and in any coupons thereto apper-
taining, according to the true intent and meaning thereof. Such prin-
cipal, interest and redemption price are payable in the manner and
to the extent hereinabove particularly specified. 'Nothing in the Bonds
or coupons or in this Indenture shall be construed as an indebtedness
of the City or of the State of California within the meaning of any
constitutional or statutory provision or limitation.
Covenant 2. To Construct. Upon the receipt of the proceeds of
the Bonds issued hereunder, the Corporation shall forthwith proceed
with the accomplishment of the Project in accordance with the plans
and specifications therefor and in conformity with law and all require-
ments of all governmental authorities having jurisdiction thereover,
and shall complete the Project with all expedition practicable in
accordance with such plans and specifications or such modifications or
alterations thereof, as may be approved by the requisite parties and
governmental authorities and by the Consulting Architect assigned
thereto.
Before entering into any construction contract with respect to the
Project, the Corporation shall require each person, firm or corporation
with whom it may contract for labor or materials in connection with
the construction of the Project, or any part thereof, to furnish a
material and labor bond in an amount not less than fifty percent (50%) of
the contract price, and a faithful performance bond in an amount not
less than said contract price, with respect to any contract exceeding
$5,000 in amount. The proceeds of any such performance bond will
forthwith, upon receipt of such proceeds, be applied toward the com-
pletion of the Project.
Covenant 3. To Discharge All Lawful Claims. The Corporation
shall duly observe and comply with all valid requirements of any
28
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governmental authority relative to the Project, or any part thereof,
or to the Corporation, and shall not create or suffer to be created any
lien or charge upon the Project or any part thereof, or on any proper-
ties or facilities thereof, or upon the rental revenue therefrom, except
the Lease and the lien and charge of this Indenture and the Bonds
r secured hereby upon the Rental Revenue, and shall pay or cause to be
discharged or shall make adequate provision to satisfy and discharge,
within sixty days after the same shall accrue, all lawful claims and
demands for labor, materials, supplies or other objects which, if
unpaid, might by law become a lien upon the Project or any part
thereof, or any properties or facilities thereof, provided, however, that
'= nothing in this covenant shall require the Corporation to pay or cause
to be discharged, or make provision for, any such lien or charge, so
long as the validity thereof shall be contested in good faith and by
appropriate legal proceedings.
Covenant 4. Use .o f Rental Revenue for Proper Purpose. None
of the Rental Revenue shall be used for any purpose other than as
provided in this Indenture, and no contract or contracts shall be entered
into or any action taken by which the rights of the Trustee or of the
Bondholders will be impaired or diminished.
Covenant 5. Protection of Funds. The Corporation shall, at any
and all times so far as it may be authorized by law, pass, make, do,
execute, acknowledge and deliver, all and every such further resolu-
tions, acts, deeds, conveyances, assignments, transfers and assurances
as may be necessary or desirable for the better assuring, conveying,
granting, assigning and confirming all and singular the rights, Rental
Revenue, and other moneys, securities and funds hereby pledged or
assigned, or intended so to be., or which the Corporation may here-
after become bound .to pledge or assign. The Corporation shall at all
times, to the extent permitted by law, defend, preserve and protect the
-- pledge of the Rental Revenue and other moneys, securities and funds
pledged under this Indenture and all the rights of the Bondholders
under this Indenture against all claims and demands of all persons
whomsoever.
Covenant 6. Records and Audit. The Trustee shall annually,
within 120 days after the close of the Corporation's annual account-
ing period, make a report of the Trustee's books and accounts relating
s
to the Project for the preceding year. Promptly thereafter each such
29
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annual report shall be filed with the Corporation and with the Com-
missioner of Corporations of the State of California and copies of
such annual reports shall be mailed by the Trustee to the Holders of
any Bonds who shall have filed their names and addresses with the
Trustee for such purpose. Each such annual report shall set forth in
respect to the preceding 12 months:
(a) The Rental Revenue and all other moneys received by the
Trustee on account of the Lease;
(b) A summary of all payments, deposits and credits to and
payments, transfers and withdrawals from each fund and account
created under the provisions of this Indenture;
(c) The details of all Bonds issued, paid, purchased or re-
deemed;
(d) The amounts at the end of such period in each fund and
to the credit of each account, showing the respective amounts to
the credit of each fund and account, and showing the details of any j
investments thereof.
Each such annual report shall set forth in respect to the succeeding
12 months the budgeted administrative expenses during such succeed-
ing periods.
Such annual reports shall be open to the inspection of any Bond-
holders, or their agents and representatives, at the corporate agency
division of the Trustee.
The Trustee shall at all times have access to those books and
records of the Corporation which may be reasonably required by the
Trustee to fulfill its duties and obligations hereunder, except that no
such access shall be allowed to any books or records constituting classi-
fied security information nnder any law or governmental regulation at
the time applicable thereto.
Covenant 7. Maintenance of Properties. If the Corporation takes
possession of the premises under the Lease it shall at all times keep
its properties in good repair, working order and condition.
Covenant S. Against Debt. The Corporation shall not issue any
other obligations payable from Rental Revenue or any other payments
received or to be received under the Lease or in connection with the
Project, nor voluntarily create or cause to be created nor suffer to
continue to exist, any lien, pledge, assignment, encumbrance, or any
30
other charge thereon and shall not create, assume, incur or suffer to
exist any current or funded debt in connection with the Project, except:
(a) The Bonds issued and to be issued under and upon the
terms and conditions specified in this Indenture;
(b) Current liabilities (exclusive of indebtedness for money
borrowed) for accounts payable and expense accruals incurred or
assumed in the ordinary course of business, including therein obli-
gations for taxes, insurance, rents and interest, labor, wages,
materials and equipment, incurred in connection with the Project
as contemplated by this Indenture and by the Lease, in connection
with its operations in the ordinary course of its business under
the Lease; and
(c) Unsecured loans or debt for money borrowed for the
express purpose of, and used for, the payment of taxes, insurance
or other current liabilities of the Corporation for which it is
entitled to be reimbursed by the City under the Lease.
Covenant 9. Against Liens and Encumbrances. The Corporation
shall not sell, lease or otherwise dispose of or encumber its interests
in the Lease or the property leased thereunder or relating thereto or
any part thereof and shall not create or permit to be created any
charge or lien on the Rental Revenue. The Corporation shall not create,
assume, incur or suffer to be created, assumed or incurred or to exist
any mortgage, pledge, encumbrance or lien or charge of any kind upon
any of the properties of any character of the Corporation; provided,
however, that nothing in this covenant shall prevent or be deemed to
prohibit:
(a) The Corporation from issuing the Bonds as provided in
this Indenture; or
(b) The Corporation from depositing with or giving any form
of security to any governmental agency or other body created or
approved by law or governmental regulation in order to entitle
the Corporation to maintain self insurance, or to participate in any
fund in connection with workmen's compensation, unemployment
insurance, old age pensions, or other social security, or to share
in any privilege or benefit available to corporations participating
in any such arrangement or for any other purpose at any time
required by law or governmental regulation as a condition to the
transaction of any business or the exercise of any privilege or
license, or from depositing assets of the Corporation with any
31
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surety company, a clerk of any court, or an escrow, as collateral in
connection with or in lieu of any bond on appeal by the Corpora-
tion, from any judgment or decree against it or in connection with
any proceedings in actions at law or in equity by or against the
Corporation; or
(c) The Corporation from the incurring or suffering to be in-
curred or to exist upon any of its property or assets (i) the lien
of any taxes or assessments or governmental charges or levies, if
such taxes or assessments or charges or levies shall not at the time
be due and payable or if the Corporation shall currently be con-
testing the validity thereof in good faith by appropriate proceed-
ings and shall have set aside on its books (or if the Trustee shall
have set aside) adequate reserves with respect thereto, (ii) the
liens of any judgments, if such judgments shall not have remained
undischarged or unstayed on appeal or otherwise for more than six
months, (iii) undetermined liens or charges incident to construc-
tion, (iv) any other claims for labor, materials and supplies, which
if unpaid, might by law become a lien or charge upon its property
if the Corporation shall currently be contesting the validity thereof
in good faith by appropriate proceedings and shall have set aside
on its books (or if the Trustee shall have set aside) adequate re-
serves ivith respect thereto, (v) any encumbrances consisting of
zoning restrictions, easements and restrictions on the use of real
property and minor defects and irregularities in title thereto,which
do not, in the opinion of the Board of Directors of the Corporation
materially impair the use of such property by the Corporation in
the operation of its business or the value of such property for the
purpose of such business, or (vi) any lien created by law for banks
on property in their possession for amounts owing to them by the
Corporation in the ordinary course of its business provided that
such property was furnished to the bank in the ordinary course
of the business of the Corporation and not as security for such
indebtedness; or
(d) The execution, delivery and maintenance in effect of the
Lease.
Covenant 10. To Maintain Insurance. The Corporation shall
secure or cause to be secured a policy or policies of insurance against
loss or damage to the property covered by the Indenture resulting
from fire, lightning, vandalism, malicious mischief, and such perils
ordinarily defined as"extended coverage"and other perils as the Corpo-
ration and the City may agree should be insured against on forms and
32
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in amounts satisfactory to each. Provided such insurance is available
from reputable insurers, such insurance shall be maintained in an
amount not less than the full insurable value of said/properties or the
amount of the Corporation's outstanding Bonds, whichever amount is
less. The term "full insurable value" as used in this Section shall mean
the actual replacement cost "new" (including the cost of restoring the
surface of grounds owned or leased by the Corporation but excluding
the cost of restoring trees, plants and shrubs) less physical deprecia-
tion. Said "full insurable value" shall be determined from time to time
but not less frequently than once in every 36 months by an independent
appraisal firm or by any other method of appraising or valuation
mutually acceptable to the Corporation and the City. The Corporation
shall also:
(a) Maintain or cause to be maintained, as to the property
covered by the Indenture, insurance:
(i) Against war risks, as and when such insurance is
obtainable from reputable insurance companies or the United
States of America or any agency thereof, in amount not less
than 807o' of the then full insurable value thereof; and
(ii) Against loss or damage from leakage of sprinkler
systems now or hereafter installed therein in amounts to be
determined by the Corporation; and
(iii) Against loss or damage by explosion of steam boil-
ers, pressure vessels and similar apparatus now or hereafter
installed therein in amounts to be determined by the Corpora-
tion.
(b) Maintain or cause to be maintained earthquake insurance,
if such insurance is obtainable on the open market from reputable
insurance companies, against loss or damage by earthquake in the
following amount:
(i) the full insurable value of the property (as defined
above) covered by the Indenture with deductible conditions of
not to exceed 107o for any one loss which is less than the face
amount of the policy; or
(ii) the amount of the outstanding Bonds, if less than
(i) above.
(c) Maintain or cause to be maintained use and occupancy
or business interruption or rental income insurance against the
perils of fire, lightning, vandalism and malicious mischief and such
other perils ordinarily defined as "extended coverage"in an amount
33
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equal to not less than two years base rent due from the City
under the Lease; and
(d) Maintain or cause to be maintained public liability insur-
ance against claims for bodily injury or death, or damage to
property occurring upon, in or about the property covered by the
Indenture, such insurance to afford protection to a limit of not less
than $1,000,000 combined single limit bodily injury and property
damage; and
(e) Maintain or cause to be maintained workmen's compensa-
tion insurance issu d by a responsible carrier authorized under the
laws of the State of California to insure employers against liability
for compensation under the Workmen's Compensation Insurance
and Safety Act now in force in California, or any act hereafter
enacted as an amendment or supplement thereto or in lieu thereof,
such wort-men's compensation insurance to cover all persons em-
ployed in connection with the Project and to cover full liability
for compensation under any such act aforesaid, based upon death
or bodily injury claims made by, for or on behalf of any person
incurring or suffering injury or death during or in connection with
the Project or the business of the Corporation.
All insurance herein provided for shall be effected under policies
issued by insurers of recognized responsibility, licensed or permitted
to do business in the State of California.
All policies or certificates issued by the respective insurers for
insurance shall provide that such policies or certificates shall not be
cancelled or materially changed without at least 30 days prior written
notice to the Trustee, and shall carry loss payable endorsements in
favor of the Trustee where applicable. Certified copies of such policies
shall be deposited with the Trustee by the Corporation, together with
appropriate evidence of payment of the premiums therefor; and, at
least ten days prior to the expiration dates of expiring policies or
contracts held by the Trustee, certified copies of renewal or new
policies on contracts or certificates, shall be deposited with the Trustee.
All proceeds of insurance with respect to loss or damage to the
property shall be paid to the Trustee (except that proceeds for any
one loss not exceeding$5,000 need not be paid to the Trustee but may be
paid to the Corporation and applied by it to the repair, restoration or
replacement of the property destroyed or damaged). Upon payment
thereof to the Trustee, and upon the determination by the Corporation
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as provided in the Lease, (1) if the Project is to be repaired or rebuilt,
the Trustee shall deposit the same in the Construction Fund for applica-
tion as provided with respect to moneys in such fund or (2) if the
Project is not to be repaired or rebuilt, the Trustee shall deposit the
same in the Bond Redemption Fund for application as provided for
moneys in such fund.
Covenant 11. Performance. The Corporation shall faithfully do,
perform and observe any and all covenants, undertakings, stipulations
and provisions contained in this Indenture and in each and every Bond
issued hereunder. The Corporation shall faithfully do, perform and
observe any and all covenants, undertakings, stipulations and provi-
sions contained in the Lease. The Corporation shall require the City
to comply with each and every covenant, undertaking, stipulation
and provision contained in the Lease and to take all actions and
proceedings necessary or required to compel the compliance by the
Citv with the covenants, undertakings, stipulations and provisions
contained in the Lease. The Corporation shall not terminate, or agree
to the termination of, the Lease or to any amendment or modification
r thereof which would reduce the length of the term thereof, or reduce
or modify the amount of rental and other charges payable by the City
thereunder, or change the time or times of payment of such rental or
other charges, or agree to any other amendment or modification thereof
in any manner detrimental to the rights of the Holders of the Bonds.
Covenant 12. To 1aintain Corporate Existence. Subject to the
other provisions of this Indenture, the Corporation shall maintain its
corporate existence and right to carry on its business and duly procure
all necessary- renewals and extensions thereof and use its best efforts to
maintain, preserve and renew all such rights, powers, privileges and
franchises.
Covenant 13. Not to Distribute Profits. The Corporation shall
carry on the business of the Corporation with respect to the Project,
and otbem ise, in such manner that none of the net earnings, if any,
whether realized or unrealized, will inure to the benefit of any private
shareholder or individual, or any director, officer or member of the
Corporation.
Covenant 14. Disposition of Condemnation Award. The Corpora-
tion shall, subject to the provisions of the Lease, pay over to the
Trustee upon receipt thereof by the Corporation any moneys received
35
by the Corporation on account of the condemnation, or the sale under
threat thereof, of all or any part of the Project or all or any interest
in the leasehold estate held by the Corporation under the Lease. Upon
payment thereof to the Trustee, the Trustee shall deposit the same
in the Bond Redemption Fund for application as provided for moneys
in such fund.
Covenant 15. To File Claims. Each year the Trustee shall in-
vestigate to determine if the amount necessary to pay all rental and
other amounts due under the Lease has been included in the budget
of the City, and, if said amounts are not included in said budget, take
all actions and proceedings required to compel their insertion therein.
Each year the Trustee shall cause the Corporation to file in the proper
form and manner any claim or claims which may be required by law
as a prerequisite to payment by the City of any rental and other
amounts due under the Lease.
Covenant 16. To Maintain Paying Agents. The Corporation, with
the written approval of the Trustee, shall appoint and at all times have
a Paying Agent in Los Angeles, California; Chicago, Illinois; and New
York, New York, for the payment of the principal of, and the interest
(and premium, if any) on, the Bonds.
Covenant 17. Arbitrage. Sums credited to the various funds and
accounts pertaining to the Bonds or the Project shall not be invested in
such a manner as to result in the loss of exemption from federal income
taxation of interest on the Bonds. Such sums constituting in the aggre-
gate a major portion or more of the proceeds of all the Bonds shall not
be invested directly- or indirectly- in taxable obligations so as to produce
an adjusted yield (including permissible adjustments for any premiums,
discounts and costs), i.e., an adjusted effective interest rate, -w-hich
exceeds such an adjusted yield (adjusted effective interest rate) of the
Bonds by more than one-eighth of one per centum (0.125%) and the
amounts, if any, permitted by law, and which results in the Bonds
constituting taxable "arbitrage bonds" within the meaning of section
103(d), Internal Revenue Code of 1954, as amended by section 601(a),
Tax Reform Act of 1969 (S3 Stat. 656), an-,- subsequent amendments,
and the Income Tax Regulations issued thereunder; but such sums may
be otherwise invested if and when such act and regulations permit the
investment.to be made in the manner made without cawing the Bonds to
become taxable "arbitrage bonds."
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ARTICLE VIII
REMEDIES OF TRUSTEE AND BONDHOLDERS
Section 801. Events of Default. Each of the following events
is hereby declared an "event of default", that is to say, if:
(a) The Corporation shall fail to make payment of the in-
terest, principal or redemption price of any of the Bonds when the
same shall become due and payable; or
(b) The Corporation shall unreasonably delay or fail to carry
on with reasonable dispatch, or shall discontinue the Project, or
any part thereof, for which Bonds shall have been issued under
} this Indenture; or
(c) The Corporation shall for any reason be rendered incap-
able of fulfilling its obligations hereunder; or
(d) The Corporation shall fail in the performance or observ-
ance by it of anv other of the covenants, agreements or conditions
contained in this Indenture, or in the Bonds, and continue in such
failure for a period of sixty (60) days after written notice to the
Corporation by the Trustee; or
(e) The Corporation (1) is adjudged insolvent by a court of
competent jurisdiction, (2) admits in writing its inability to pay its
debts generally as they become due, (3) files a petition in bank-
ruptcy, (4) makes an assignment for the benefit of creditors, or
(5) consents to the appointment of a receiver of itself or property
covered by the Lease; or
(f) An order, judgment or decree shall be entered by any
court of competent jurisdiction appointing, without the consent of
the Corporation, a receiver of the Corporation or of the property
covered by the Lease, and such order, judgment or decree shall
not be vacated or set aside or stayed within sixty (60) days from
the date of such appointment; or
i (g) A court of competent jurisdiction shall enter an order,
judgment or decree approving a petition filed against the Corpora-
tion under the provisions of any bankruptcy act and such order,
=r judgment or decree shall not be vacated or set aside or stayed
within sixty (60) days from the date of entry of such order,
�f
judgment or decree; or
(h) Under the provisions of any other law now or hereafter
existing for the relief or aid of debtors any court of competent
jurisdiction shall assume custody or control of the Corporation or
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of the property covered by the Lease or any part thereof, and
such custody or control shall not be terminated within sixty (60)
days from the date of assumption of such custody or control; or
(i) The City shall, for any reason whatsoever, fail in the
payment of the rentals at the times, in the amounts and in the
manner required by the Lease, and such failure shall continue for
a period of thirty (30) days.
Section 802. Action Upon Default. Upon the happening and con-
tinuance of any event of default above specified, then and in every
such ease the Trustee may proceed, and upon the written request
of the Holders of not less than twenty percent (20%) in principal
amount of the Bonds then outstanding hereunder shall proceed, to
protect and enforce its rights and the rights of the Bondholders under
this Indenture by such suits, actions or special proceedings in equity
or at law, or by proceedings in the office of any board or officer having
jurisdiction, either for the specific performance of any covenant or
agreement contained herein or in aid or execution of any power herein
granted or for the enforcement of any proper legal or equitable remedy,
as the Trustee, being advised by counsel, shall deem most effectual to
protect and enforce such rights. The Trustee may, if and to the extent
permitted by laiv, by such officer and agent as it may appoint, with or
without entry, sell all of the property subject to the lien hereof as an
entirety, or in such parcels as the Holders of a majority in principal
amount of the Bonds then outstanding shall in writing request, or, in
the absence of such request, as the Trustee may determine, at such
place and time as may be designated by the Trustee or as may be
required by law or by order of court, to the highest bidder at public
auction, first giving notice of the time, place and terms of sale as
hereinafter provided; and may from time to time adjourn any such
sale in its discretion by announcement at the time and place appointed
for such sale or for such adjourned sale, without further notice except
such as may be required by law; and upon such sale may make and
deliver to the purchaser or purchasers a good and sufficient deed or
deeds or other appropriate instruments of transfer for the same. Any
such notice of sale shall state the time and place when and where the
sale shall be made and shall contain a particular description of the real
property to be sold and a general description of the personal property
to be sold, and shall be sufficiently given if posted at least twenty (20)
days prior to the date of sale in one public place in the city where the
property is to be sold (or, if the property is not to be sold in a city,
then in the judicial district in which the property is to be sold), shall be
38
published once a week for the same period in some newspaper of general
circulation printed and published in the city in which the property or
some part thereof is situated (or, if no part of the property is situated
in a city, then in the judicial district in which the property or some part
thereof is situated, or, in case no newspaper of general circulation be
printed and published in the city or judicial district, as the case may be,
in some newspaper of general circulation printed and published in the
county), and shall be posted in some conspicuous place on the real
property to be sold at least twenty (20) days before the date of sale, and
shall conform to the applicable requirements of law. The place of
sale shall be such place in the County of Orange, State of Cali-
fornia, as may be fixed by the Trustee or as may be required by law or
by order of court. The Corporation does hereby covenant and agree
that the Trustee, in the exercise of the power of sale hereby granted
and conferred, shall not be governed by any law of the State of
California relating to the foreclosure of a chattel mortgage or pledge.
It is further covenanted and agreed that the personal property, if any,
sold by the Trustee pursuant to the provisions of this Section need
not be in view of those who attend any such sale, any rule of law or
statute to the contrary being hereby expressly waived. No demand for
performance or personal notice of such sale shall be necessary. The
Trustee and its successors are hereby irrevocably- appointed the true
and lawful attorneys of the Corporation, in its name and stead, to make
all necessary conveyances, assignments, transfers and deliveries of
property thus sold, and for that purpose may execute all necessary
deeds, bills of sale and instruments of assignment and transfer, and
may substitute one or more persons, firms or corporations with like
power, the Corporation hereby ratifying and confirming all that its
said attorneys, or such substitute or substitutes, shall lawfully do by
virtue hereof. Nevertheless, if so requested by the Trustee or by any
purchaser, the Corporation shall ratify and confirm anv such sale or
transfer by executing and delivering to the Trustee or to such purchaser
or purchasers all proper conveyances, assignments, instruments of
transfer and releases as may be designated in any such request.
In the enforcement of any remedy under this Indenture, the
Trustee shall be entitled to sue for, enforce payment on and receive any
or all amounts then or during any default becoming, and any time
remaining, due from the Corporation for principal, redemption price,
interest or otherwise under any of the provisions of this Indenture
or of the Bonds, and unpaid, with interest on overdue payments at
the rate or rates of interest specified in such Bonds, together with any
and all costs and expenses of collection and of all proceedings here-
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under and under such Bonds, without prejudice to any other right or
.remedy of the Trustee or of the Bondholders, and to recover and en-
force judgment or decree against the Corporation for any portion of
such amounts remaining unpaid, with interest, costs, and expenses, and
to collect from any moneys available for such purpose, in any manner
provided by law, the moneys adjudged or decreed to be payable.
Upon the happening and continuance of any event of default
above specified, then and in any such case the Trustee may, and
upon the written request of the Holders of not less than twenty percent
(20%) in principal amount of the Bonds then outstanding hereunder,
shall by notice in writing to the Corporation, declare the principal of all
Bonds hereby secured and then outstanding to be due and payable
immediately, and upon any such declaration the said principal shall
become and be due and payable immediately, anything in this Tn-
denture, or in said Bonds, to the contrary not-,Nrithstanding; pro-
vided, however, if at any time after the principal of the Bonds shall
have been so declared and become due and payable the Corpo-
ration shall pay or shall deposit with the Trustee a sum sufficient
to pay all arrears of interest upon all the Bonds (with interest upon
anv overdue installments of interest at the rates expressed in the
Bonds to the date of such payment or deposit). and all other sums
payable under this Tndenture, except the principal of any Bonds
which shall not have matured by their terms, shall have been duly
paid, and every other default in the performance of any covenant
or provision of the Bonds or of this Indenture shall have been made
good or secured to the satisfaction of the Trustee or arranzements
deemed by the Trustee to he adenliate shall he made therefor, then and
in every such case the Trustee shall consider the default waived and
shall rescind and annnl such declaration and its consenuences upon
the receipt of written waivers of default from the Tiolders of not less
than sixty-six and two-thirds percent ((i621�,%) in principal amount of
the Bonds then outstandinn: but no such waiver, rescission or annul-
ment shall extend to or affect any subsequent default or shall impair
or exhaust anv right or power consequent thereon.
Section 803. Application of Moneys Ubon Default. If at any time
the moneys in the Debt Service Fund, the Bond Redemption Fund and
the Reserve Fnnd shall not be sufficient to pay the principal of and the
interest on the Bonds as the same become due and payable, such moneys,
together with any moneys available or thereafter becoming available
for such purpose whether t.hrongh the exercise of the remedies pro-
vided for in this Article or otherwise, shall be applied by the Trustee
as follows:
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(a) Unless the principal of all of the Bonds shall become due
and payable pursuant to Section 802, all such moneys shall be
applied:
First: To the payment to the persons entitled thereto of
all installments of interest then due, in the order of the matur-
ity of the installments of such interest, and, if the amount
available shall not be sufficient to pay in full any particular
installment, then to the payment ratably, according to the
amounts due on such installment, to the persons entitled there-
to, without any discrimination or preference except as to any
difference in the respective rates of interest specified in the
Bonds; and
Second: To the pa
zument of the principal of the respective
Bonds as they become due in accordance with the provisions
of this Indenture. and, if the amount available shall not be
sufficient to pay in full all Bonds due, then to the payment
ratably, according to the amounts due on such Bonds.
(b) If the principal of all of the Bonds shall become due and
payable, all such moneys shall be applied to the payment of the
principal and interest then due and unpaid upon the Bonds,without
preference or priority of principal over interest or of interest over
principal, or of any installment of interest over any other install-
ment of interest, or of any Bond over any other Bond, ratably,
according to the amount due respectively for principal and interest,
to the persons entitled thereto, without any discrimination or pref-
erence except as to any difference in the respective rates of in-
terest specified in the Bonds.
Whenever moneys are to be applied by the Trustee pursuant to the
provisions of this Section, such moneys shall be applied by the Trustee
at such times, and from time to time, as the Trustee in its sole discretion
shall determine, having due regard to the amount of such moneys avail-
able for application and the likelihood of additional moneys becoming
available for such application in the future; setting aside such moneys
in trust for the proper purpose, shall constitute proper application by
the Trustee; and the Trustee shall incur no liability whatsoever to the
Corporation, to any Bondholder or to any other person for any delay in
applying any such moneys, so long as the Trustee acts with reasonable
t diligence, having due regard for the circumstances, and ultimately
applies the same in accordance with such provisions of this Indenture as
may be applicable at the time of application by the Trustee. Whenever
the Trustee shall exercise such discretion in applying such moneys, it
41
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1.
(pl shall fix the date (which shall be an interest payment date unless the
Trustee shall deem another date more suitable) upon which such appli-
cation is to be made and upon such date interest on the amounts of
principal to be paid on such date (as determined by the Trustee using
commonly accepted methods of accounting) shall cease to accrue. The
Trustee shall give such notice as it may deein appropriate for the fixing
of any such date. The Trusted shall not be required to make payment.
to the Holder of an- unpaid coupon or any Bond unless such coupon
or such Bond shall be presented to the Trustee for appropriate endorse-
ment or for cancellation if f,,aly paid.
Section 804. Discontinuance of Any Proceeding. In case any
proceeding taken by tbo Trnstee on account of any default shall have
been discontinued or abandoned for any reason, then in every such
case the Corporation, the Trustee and the Bondholders shall be
rdstored to t1wir former positions and rights hereunder, respectively,
and all rights, rdmedies, powdrs and duties of the Trustee shall con-
tinue as though no such pro^eeding had been taker..
Section 805. Action of Trustee Directed by Majority of Bond-
holders. Anything in this Tndenture to the contrary notwithstanding,
the Holders of a majority- in principal amount of the Bonds then
outstanding hereunder shall have the right by an instrument or con-
current instruments in writing executed and delivered to the Trustee,
to direct the method and place of conductin'- all remedial proceedings
to be taken by the Trustee hereunder, provided that such direction
shall not be otherwise than in accordance with law or the provisions
of this Indenture, and that the Trustee shall have the right to decline
to follow an-,• such direction which in the opinion of the Trustee would
be. unjustly prejudicial to Bondholders not parties to such direction.
Section 806. Notice to Trustee Before Legal Action. No Holder
of any of the outstanding Bonds shall have any right to institute
any suit, action, mandamus or other proceeding in equity or at law
for the execution of any trust hereunder, or the protection or en-
forcement of any riglit under this Indenture or any right under law
unless the Holders of not less than twenty percent (20 jo) in principal
amount of the Bonds then outstanding shall have made written request
of the Trustee after the right to exercise such powers or right of action,
as the case may be, shall have accrued and shall have afforded the.
Trustee a reasonable opportunity either to proceed to exercise the
powers herein granted or granted under the law or to institute such
action, suit or proceeding in its name, and the Trustee shall have refused
42
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or neglected to comply with such request within a reasonable time not
exceeding sixty (60) days. It is understood and intended that no one
or more Holders of the Bonds hereby secured shall have any right in
any manner whatever by his or their action to affect, disturb or preju-
dice the security of this Tndenture, or to enforce any right hereunder or
under law with respect to the Bonds or this Indenture, except in the
w manner herein provided, and that all proceedings at law or in equity
shall be instituted, had and maintained in the manner herein provided
and for the benefit of all Holders of the outstanding Bonds and coupons.
Anything in this Indenture to the contrary notwithstanding, the
right of any Holder of any Bond to receive payment of the principal
of and interest on such Bond, on or after the respective due dates
expressed in such Bond, or to institute suit for the enforcement of any
such payment on or after such respective dates shall not be impaired
or affected without the consent of such Holder.
Section S07. Action by Trustee on Behalf of Bondholders. All
rights of action under this Indenture or under any of the Bonds, en-
forceable by the Trustee, may be enforced by it without the posses-
sion of any of the Bonds or the coupons appertaining thereto or the
production thereon the trial or other proceeding relative thereto,
and any such suit, action or proceeding instituted by the Trustee shall
be brought in its name for the benefit of all the Holders of such Bonds
and coupons, subject to the provisions of this Indenture.
Section 808. Remedies Cumulative. \o remedy herehi conferred
upon or reserved to the Trustee or to the Holders of the Bonds is
intended to be exclusive of any other remedy or remedies, and each
and every such remedy shall be cumulative and shall be in addition
to any other remedy given hereunder or now or hereafter existing
at law or in equity or by statute.
Section 800. No Waiver of Default. No delay or omission of the
Trustee or of any Holder of the Bonds to exercise any right or power
accruing upon any default shall impair any such right or power or
shall be construed to be a waiver of any such default or an acquiescence
therein; and every power and remedy given by this Indenture to the
Trustee and the Holders of the Bonds, respectively, may be exercised
from time to time and as often as inay be deemed expedient.
The Trustee may, and upon written request of the Holders of not
less than a majority in principal amount of the Bonds then outstanding
shall, waive any default which in its opinion shall have been remedied
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before the completion of the enforcement of any remedy under this
Indenture, but no such waiver shall extend to or affect any other exist-
ing or any subsequent default or defaults or impair any rights or
remedies consequent thereon.
Section 810. Notification of Default. The Trustee shall give to
the Bondholders notice of each default hereunder known to the
Trustee within ninety (90) days after the occurrence thereof, unless
such default shall have been remedied or cured before the giving of such
notice; provided that except in the case of default in the payment
of the principal of, premium, if any, or interest on any of the Bonds,
the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee, or a trust committee
of directors or responsible officers of the Trustee in good faith deter-
mines that the withholding of such notice is in the interests of the
Bondholders. Each such notice of default shall be given by the Trustee
by mailing written notice thereof: (1) to all Holders of registered
Bonds then outstanding, as the names and addresses of such Holders
appear upon the books for registration and transfer of Bonds as kept
by the Trustee; (2) to such Bondholders as have, within 2 years pre-
ceding such transmission, filed their names and addresses with the
Trustee for that purpose; and (3) to each Bondholder whose name and
address the Trustee shall receive and preserve in its capacity as paying
agent hereunder.
The term "default", as used in this Section shall mean the hap-
pening of any of the events of default above specified, except,
for the purposes of this Section only, there shall be eliminated from
the specification of any such event of default any reference therein to
the continuance of any default or of any failure upon the part of the
Corporation to act, or the continuance in force of any decree or order,
for any period of days therein specified.
ARTICLE IX
CONCERNING THE TRUSTEE
Section 901. Acceptance of Trusts by Trustee. The Trustee ac-
cepts and agrees to execute the trusts imposed upon it by this
Indenture, but only upon the terms and conditions and subject to
the provisions of this Indenture, to all of which the parties hereto
and the respective Holders of the Bonds agree. All funds created
under this Indenture shall be held by the Trustee and administered
as trust funds as herein provided.
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z Section 902. Absence of Responsibility of Trustee. The Trustee
shall be under no obligation to effect or maintain insurance, or to
renew any policies of insurance, or to inquire as to the sufficiency of
any policies of insurance carried by the Corporation under the Lease.
The Trustee shall not have any responsibility in respect of the validity
or sufficiency of this Indenture or the due execution or acknowledg-
ment thereof by the Corporation, or in respect of the validity of any
'f Bonds authenticated and delivered by the Trustee in accordance with
the provisions of this Indenture, or of the coupons appertaining thereto.
The recitals, statements and representations contained herein and
in the Bonds (excluding the Trustee's certificate on the Bonds) shall
be taken and construed as made by and on the part of the Corporation
and not by the Trustee and the Trustee does not assume nor shall
it be under any responsibility for the correctness of the same.
Section 903. Trustee Not Responsible for Actions of Corporation.
The Trustee shall not be liable or responsible because of the failure
of the Corporation or of any of its officers, employees or agents to
snake any collections or deposits, or to perform any act herein re-
quired of the Corporation or its officers, directors, employees or agents.
The Trustee shall not be responsible for the application of any of
the proceeds of the Bonds or any other moneys deposited with it and
paid out, invested, withdrawn or transferred in accordance -Nvith the
provisions of this Indenture. The immunities and exemptions from
liability of the Trustee hereunder shall extend to its directors, officers,
employees and agents.
Section 904. Compensation of Trustee. Subject to the provisions
of any contract between the Corporation and the Trustee, the Corpo-
ration shall, from the Administrative Expense Account, pay to the
Trustee, in the manner provided in this Indenture, reasonable com-
pensation for all services performed by it hereunder, and also all of its
reasonable expenses, charges and other disbursements and those of
its attorneys, agents, and employees incurred in and about the accept-
ance, administration and execution of the trusts hereby created and the
performance of its powers and duties hereunder, and, from such Ad-
ministrative Expense Account, shall indemnify and save the Trustee
harmless against any liabilities which it may incur in the exercise and
performance of its powers and duties hereunder.
Section 905. Trustee's Right to Own and Deal in Bonds. The
bank or trust company acting as Trustee under this Indenture, and
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its directors, officers, employees or agents, may in good faith buy, sell,
own, hold and deal in any of the Bonds or coupons issued under and
secured by this Indenture, as permitted by the Trust Indenture act of
1939, as amended, and may join in any action which any bondholder
may be entitled to take with like effect as if such bank or trust company
were not the Trustee under this Indenture.
Section 906. Duties and Responsibilities of Trustee. The .Trustee,
prior to the occurrence of an event of default and after the curing of
all events of default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Indenture. In case an event of default has occurred (which has not
been cured) the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his m n affairs.
No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act, or its own wilful misconduct, except that:
(a) Prior to the occurrence of an event of default and after
the curing of all events of default which may have occurred:
(1) the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Indenture,
and the Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set forth in
this Indenture, and no implied-covenants or obligations shall
be read into this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the state- ;
ments and the correctness of the opinions expressed therein,
upon any certificates or opinion furnished to the Trustee and
conforming to the requirements of this Indenture; but in the
case of any such certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee,
the Trustee shall be under a duty to examine the same to deter-
mine whether or not they conform to the requirements of
this Indenture;
(b) The Trustee shall not be liable for any error of judgment
made in good faith by a responsible officer, unless it shall be proved
that the Trustee was negligent in ascertaining the pertinent facts;
46
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(c) The Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of not less than a majority in principal
amount of the Bonds at the time outstanding relating to the time,
method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture.
Section 907. Certain Rights of Trustees. Except as otherwise
above provided:
(a) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond,
coupon or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties;
(b) Any request, direction, order or demand of the Corpora-
tion mentioned herein shall be sufficiently evidenced by an instru-
ment signed in the name of the Corporation by the President or
Vice President and the Secretary or Treasurer (unless other evi-
dence in respect thereof be herein specifically prescribed) ; and any
resolution of the Board of Directors of the Corporation may be
evidenced to the Trustee by a copy thereof certified by the Secre-
tary of the Corporation;
(c) The Trustee may consult with counsel and any opinion
of such counsel shall be full and complete authorization and pro-
tection in respect of any action taken or suffered by it hereunder
in good faith and in accordance with such opinion;
(d) The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the
request, order or direction of any of the Bondholders, pursuant
to the provisions of this Indenture, unless such Bondholders shall
have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby; and
(e) The Trustee shall not be liable for any action taken by it
in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture.
Section 908. Right of Trustee to Rely on Certificates. Except as
otherwise above provided, whenever in the administration of the pro-
visions of this Indenture the Trustee shall deem it necessary or de-
47
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sirable that a matter be provided or established prior to taking or
suffering any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the ab-
sence of negligence or bad faith on the part of the Trustee, be deemed
to be conclusively proved and established by a certificate signed by
the President or Vice President and by the Secretary or Treasurer
of the Corporation and delivered to the Trustee and such certificate,
in the absence of negligence or bad faith on the part of the Trustee,
shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith
thereof.
Section 909. Eligibility for Appointment as Trustee. The Trustee
hereunder shall at all times be a corporation organized and doing
business under the laws of the United States or the State of Cali-
fornia authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $1,000,000, subject to
supervision or examination by Federal or State authority and having
its principal office and place of business in the State of California. If
such corporation publishes reports of its condition at least-annually,
pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section the combined
capital and surplus of such corporation shall be deemed to be its com-
bined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section, the Trustee
shall resign immediately in the manner and with the effect below
specified.
Section 910. Resignation and Removal; Appointment of Successor
Trustee.
(a) The Trustee, or any trustee hereafter appointed, may at
any time resign by giving written notice of resignation to the
Corporation and by publication of notice of resignation at least once in
a newspaper printed in the English language and customarily pub-
lished at least once a day for at least five (5) days in each calendar
Week and of general circulation in the City of Los Angeles, State of
California. Upon receiving such notice of resignation and evidence
satisfactory to it of such publication, the Corporation shall promptly
appoint a successor trustee by written instrument, in duplicate, executed
by order of the Board of Directors of the Corporation, one copy of
48
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ell instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been
=o al'Poanted and have accepted appointment within thirty (30) days
after the publication of such notice of resignation, the resigning Trustee
may Petition any court of competent jurisdiction for the appointment of
a successor trustee, or any Bondholder who has been a bona fide Holder
of a Fond or Bonds for at least six (6) months may on behalf of himself
and all others similarly situated, petition any such court for the
.appointment of a successor trustee. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, appoint a
ciaccessor trustee.
(b) In case at any time any of the following shall occur—
(i) The Trustee shall cease to be eligible and shall fail to
resign after written request therefor by the Corporation or by
any such Bondholder, or
(ii) The Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee or
of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation,
then, in any such case, the Corporation may remove the Trustee and
appoint a successor trustee by written instrument, in duplicate, execu-
ted by order of the Board of Directors of the Corporation, one copy of
which instrument shall be delivered to the Trustee so removed and one
copy- to the successor trustee, or, any Bondholder who has been a bona
fide Holder of a Bond or Bonds for at least six (6) months may, on
behalf of himself and all other similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appoint-
ment of a successor trustee. Stich court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee
and appoint a successor trustee.
(e) The Holders of a majority in aggregate principal amount of
the Bonds at the time outstanding may at any time remove the Trustee
and appoint a successor trustee.
(d) Any resignation or removal of the Trustee and appointment
of :a, successor trustee pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor
trustee as provided below.
This method of substitution is in lieu of all other methods of
substitution.
49
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Section 911. Acceptance of Appointment by Successor Trustee.
successor trustee appointed as above provided shall execute,
acknol ledge and deliver to the Corporation and to its predecessor
trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as trustee herein; but, nevertheless, on the
written request of the Corporation or of the successor trustee, the
trustee ceasing to act shall, upon payment of its charges then unpaid,
execute, acl.-nowledge and deliver an instrument transferring to such
successor trustee all the rights and powers of the trustee so ceasing to
act. Upon request of any such successor trustee, the Corporation shall
execute any and all instruments in writing for more fully and certainly
vesting in and eonfirming to such successor trustee all such rights and
powers. Any trustee ceasing to act shall, nevertheless, retain a lien
upon all property or funds held or collected by such trustee to secure
any amounts then due it.
No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee
shall be eligible.
No successor trustee shall be appointed under the provisions of
this Indenture or be substituted for the present Trustee hereunder
or for any successor of the present Trustee hereunder unless the Com-
missioner of Corporations of the State of California shall have been
notified in writing of such proposed appointment or substitution and
shall not have disapproved thereof within a period of fifteen (15) days
after the giving of such notice.
Upon acceptance of appointment by a successor trustee as provided
in this Section, the Corporation shall publish notice of the succession of
-such trustee hereunder at least once in a newspaper of general circula-
tion printed in the English language and published in the City of Los
Angeles, State of California. If the Corporation fails to publish such
notice within ten (10) days after acceptance of appointment by the
sliecessor trustee, the successor trustee shall cause such notice to be
Published at the expense of the Corporation.
Section 912. Merger or Consolidation of Trustee. Any corpora-
tion into which the Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or con-
50
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solidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor trustee hereunder, provided such corporation shall be eligible,
Without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary not-
withstanding.
Section 913. Requirements as to Trustee's Records. So long as
any of the Bonds shall remain outstanding: (i) the records of the
Trustee pertaining to the Bonds and to the Trustee hereunder shall
be available to and open for inspection at all times by the Corporation,
the City and the Commissioner of Corporations of the State of Cali-
fornia, and (ii) the Trustee shall retain in its possession all financial
statements furnished to it pursuant to this Indenture. The Trustee
shall transfer to any successor trustee copies of the records of the
Trustee pertaining to the Bonds and to the Trustee.
ARTICLE A
EXECUTION OF INSTRMNfENTS BY BONDHOLDERS
AND PROOFS OF OWNERSHIP OF BONDS
Section 1001. Method of Execution of Instruments by Bondholders.
.any request, direction, consent or other instrument in writing
required or permitted by this Indenture to be signed or executed
by Bondholders may be in any number of concurrent instruments
of similar tenor, and may be signed or executed by such Bond-
holders in person or by agent appointed by an instrument in writing.
Proof of the execution of any such instrument and of the ownership of
Bonds shall bp sufficient for any purpose of this Indenture, and shall be
conclusive, in favor of the Trustee with regard to any action taken
under such instrument, if made in the following manner: f
(a) The fact and date of the execution by any person of any 1
such instrument may be proved by the verification of any officer
in any jurisdiction who, by the laws thereof, has power to take
affidavits within such jurisdiction, to the effect that such instru-
ment was subscribed and sworn to before him, or by an affidavit
of a witness to such execution;
(b) The fact of the holding of coupon Bonds by any Bond-
holder and the amount and the numbers of such Bonds and the
date of his holding the same (unless such Bonds be registered)
may be proved by the affidavit of the person claiming to be such
Sl
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Holder, if such affidavit shall be deemed by the Trustee to be
satisfactory, or by a certificate executed by any trust company,
bank, banker or any other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, sho-%v-
in that at the date therein mentioned such person had on deposit
with such trust company, bank, banker or other depositary the
Bonds described in such certificate. The Trustee may conclusively
assume that such ownership continues until written notice of the
contrary is served upon the Trustee. The ownership of registered
Bonds shall be proved by the registration books kept by the Trustee
under the provisions of this Indenture.
Nothing contained in this Article shall be construed as limiting the
Trustee to such proof, it being intended that the Trustee may accept
any other e«deuce of the matters herein stated which may seem suffi-
rient. Any request or consent of. the Holder of any Bond shall bind
every future Holder of the same Bond in respect of anything done by
the Trustee in pursuance of such request or consent.
ARTICLE RI
SUPPLEMENTAL INDENTURES
Section 1101. Without Consent of Bondholders. The Corporation
and the Trustee,may, from time to time and at any time, enter into such
indentures or agreements supplemental hereto as shall not be incon-
sistent with the terms and provisions hereof (which supplemental
indentures or agreements shall thereafter form a part hereof),
(a) to cure any ambiguity or formal defect or omission in this t
Indenture or in any supplemental agreement, or ;
(b) to grant to or confer upon the Trustee for the benefit of
the Bondholders any additional rights, remedies, powers, authority
or security that may lawfully be granted to or conferred upon
the Bondholders or the Trustee.
i
Section 1.102. With Consent of Bondholders. Subject to the terms
and provisions contained in this Section, and not otherwise, the Holders
of not less than sixty six and two-thirds percent (66%7o) in aggregate
principal amount of the Bonds then outstanding shall have the right,
from time to time, anything contained in this Indenture to the contrary
notwithstanding, to consent to and approve the execution by the Corpo-
ration and the Trustee of such indentures or agreements supplemental
52 j
hereto as shall be deemed necessary or desirable by the Corporation for
the purpose of modifying, altering, amending, adding to or rescinding,
in any particular, any of the terms or provisions contained in this
Indenture or in any supplemental indenture or agreement; provided,
however, that nothing herein contained shall permit, or be construed
as permitting, (a) an extension of the maturity of the principal of or
the interest on any Bond issued hereunder, or (b) a reduction in the
principal amount or redemption price of any Bond or the rate of
interest thereon, or (c) the creation of a lien upon or a pledge of the
Rental Revenue herein pledged ranking prior to or on a parity with
the lien and pledge created by this Indenture, or (d) a preference
or priority of any Bond or Bonds over any other Bond or Bonds,
or (e) a reduction in the aggregate principal amount of the Bonds
required for consent to such a supplemental agreement.
If at any time the Corporation shall request the Trustee to enter
into any supplemental indenture or agreement for any of the purposes
of this Section, the Trustee shall, at the expense of the Corporation,
cause notice of the proposed execution of such supplemental agreement
to be published in a daily financial journal or daily newspaper of
general circulation in the City of Los Angeles, State of California,
and shall also cause a similar notice to be mailed, postage prepaid,
(1) to all Holders of registered Bonds then outstanding, at their
addresses as they appear on the registration books hereinabove pro-
vided for, (2) to such Bondholders as have, within two (2) years pre- s
ceding such transmission, filed their names and addresses with the
Trustee for that purpose, and (3) to each Bondholder whose name and
address the Trustee shall receive and preserve in its capacity as paying Y
agent hereunder. Such notice shall briefly set forth the nature of the
proposed supplemental indenture or agreement and shall state that a
copy thereof is on file at the office of the Trustee for inspection by all
Bondholders. The Trustee shall not,however,be subject to any liability
to any Bondholder by reason of its failure to mail the notice required
by this Section, and any such failure shall not affect the validity of
such supplemental indenture or agreement when consented to and
approved as provided in this Section.
Whenever at any time within one year after date of the first publi-
cation of such notice, the Corporation shall deliver to the Trustee an
instrument or instruments purporting to be executed by the Holders
of not less than sixty six and two-thirds percent (662/3%) in aggregate
principal amount of the Bonds then outstanding, which instrument or
instruments shall refer to the proposed supplemental indenture or
53
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agreement described in such notice, and shall specifically consent to
and approve the execution thereof in substantially the form of the copy
thereof referred to in such notice as on file with the Trustee, thereupon,
but not otherwise, the Trustee may execute such supplemental indenture
or agreement in substantially such form, without liability or responsi-
bility to any Holder of any Bond, whether or not such Holder shall have
consented thereto.
If the Holders of not less than sixty six and t-,vo-thirds percent
(662,,,% ) in aggregate principal amount of the Bonds outstanding at the
time of the execution of such supplemental indenture or agreement
shall have consented to and approved the execution thereof as herein
provided, no Holder of any Bond shall have any right to object to the
execution of such supplemental indenture or agreement, or to object
to any of the terms and provisions contained therein or the operation
thereof, or in any manner to question the propriety of the execution
thereof, or to enjoin or restrain the Trustee or the Corporation from
executing the same or from taking any action pursuant to the provisions
thereof.
Upon the execution of any supplemental indenture or agreement
pursuant to the provisions of this Section, this Indenture shall be, and
be deemed to be, modified and amended in accordance therewith, and
+ the respective rights, duties and obligations under this Indenture of the
Corporation and the Trustee and all Holders of Bonds then outstanding
shall thereafter be determined, exercised and enforced hereunder, sub-
ject in all respects to such modifications and amendments.
Section 1103. Approval by Counsel. The Trustee shall be entitled
to receive, and shall be fully protected in relying upon, the opinion
of Bond Counsel, as conclusive evidence that any such proposed sup-
plemental indenture or agreement complies with the provisions of
this Indenture, and that it is proper for the Trustee, under the pro-
visions of this Article, to join in the execution of such supplemental
indenture or agreement.
Section 1104. Approval by Corporation and Bondholders. Not-
withstanding anything contained in the foregoing provisions of this
Indenture, the rights and obligations of the Corporation and of the
I folders of the Bonds, and the terms and provisions of the Bonds,
and this Indenture or any supplemental indenture or agreement, may
be modified or altered in any respect with the consent of the Corpo-
ration, the Trustee and the consent of the Holders of all of the Bonds
then outstanding.
54
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.y
ARTICLE XII
DEFEASANCE
Section 1.201. Payment of Bonds and Discharge of Indenture. If
the Corporation shall pay or cause to be paid, or there shall otherwise
be paid, to the Holders of the Bonds and coupons, the principal and
interest and redemption price, if any, to become due thereon, then the
pledge of the Rental Revenue and other moneys and securities hereby
pledged, the right, title and interest of the.Trustee, and all other rights
granted hereby, shall thereupon cease, terminate and become void and
be discharged and satisfied. In such event, the Trustee shall cause an
accounting for such period or periods as shall be requested by the
Corporation, to be prepared and filed with the Corporation, and the
Trustee, upon the request of the Corporation, shall release this Inden-
ture and execute and deliver to the Corporation all such instruments as
may be desirable to evidence such release, discharge and satisfaction,
and the Trustee and the Paying Agent shall pay over or deliver to
the Corporation all moneys or securities held by them pursuant to this
Indenture which are not required for the payment or redemption of
Bonds or coupons not theretofore surrendered for such payment or
redemption.
Section 1202. Bonds, Coupons and Redemption Price Deemed
to be Repaid. Bonds or coupons for the payment or redemption of
which moneys shall then be held by the Trustee or the Paying Agent
(through deposit by the Corporation of funds for such payment or
redemption or. otherwise), whether at or prior to the maturity or the
redemption date of such Bonds, shall be deemed to have been paid;
provided, however, that if any such Bonds are to be redeemed prior
to the maturity thereof, the Corporation shall have taken all action
necessary to redeem such Bonds and notice of such redemption shall
have been duly given or provision satisfactory to the Trustee shall
have been made for the giving of such notice; and provided, further,
that, if the maturity or redemption date of any such Bond shall not
have arrived, provision shall have been made by the Corporation by
deposit with the Trustee or Paying Agent, or other method satis-
factory to the Trustee, for the payment to the Holder of any such
Bonds and coupons, upon surrender thereof, whether or not prior
to the maturity or redemption date thereof, of the full amount to which
they would be entitled by way of principal, redemption price or inter-
est to the date of such maturity or redemption, and provision shall have
been made by the Corporation, satisfactory to the Trustee, for the
55
publication, at least twice, at an interval of not less than seven (7) days
between publications, in a daily financial journal or daily newspaper-of
general circulation published in the City of Los Angeles, State of
California, of a notice to the Holders of such Bonds and coupons that
I such moneys are so available for such payment.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 1.301. Successor to Corporation. All of the covenants,
stipulations, obligations and agreements contained in this Indenture
by or in behalf of or for the benefit of the Corporation shall bind or
inure to the benefit of the successor or successors of the Corporation
from time to time, and any officer, board, corporation, commission,
authority, agency or instrumentality to whom or to which any power
or duty affecting such covenants, stipulations, obligations and agree-
ments shall be transferred by or in accordance with law.
Section 1302. Notice. Any notice, demand, direction, request or
other instrument authorized or required by this Indenture to be given
to or filed with the Corporation or the Trustee shall be deemed to
leave been sufficiently given or filed for all purposes of this Indenture
# if and when sent by registered mail, return receipt. requested:
to the Corporation if addressed to such address as may be desig-
nated in writing by the Corporation to the Trustee;
to the Trustee, at its corporate agency division in Los Angeles,
California.
All documents received by the Trustee under the provisions of this
Indenture shall be retained in its possession, subject at all reasonable '
times to the inspection of the Corporation, any Bondholder, and the
agents and representatives thereof. '
Section 1303. Indenture for Sole Benefit of Parties and Bond-
holders. Nothing in this Indenture express or implied is intended ,
or shall be construed to confer upon any person, firm or corporation
other than the parties hereto and the Holders of the Bonds and the
coupons thereunto appertaining any right, remedy or claim, legal or
equitable, under or by reason of this Indenture or any provision hereof,
this Indenture and all its provisions being intended to be and being
for the sole and exclusive benefit of the parties hereto and the Holders
from time to time of the Bonds and such coupons.
56
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Section 1304. Severability. In case any one or more of the pro-
,-isions of this Indenture or of the Bonds or coupons, or the application
thereof to any person or circumstances shall for any reason be held to
be illegal or invalid, such illegality or invalidity shall not affect any
other provision of this Indenture or of said Bonds or coupons, or the
application thereof to other persons or circumstances,but this Indenture
and said Bonds and coupons shall be construed and enforced as if such
illegal or invalid provisions had not been contained therein. In case any
covenant, stipulation, obligation or agreement contained in the Bonds
or in this Indenture shall for any reason be held to be in violation of
lava, then such covenant, stipulation, or obligation or agreement shall be
deemed to be the covenant, stipulation, obligation or agreement of the
Corporation to the full extent permitted by law.
Section 1305. Waiver of Personal Liability. All covenants, stipu-
lations, obligations and agreements of the Corporation contained in this
Indenture shall be deemed to be covenants, stipulations, obligations and
agreements of the Corporation to the full extent authorized and per-
:nitted by the Constitution and laws of the State of California. No cove-
nant, stipulation, obligation or agreement contained herein shall be
deemed to be a covenant, stipulation, obligation or agreement of any
past, present or future incorporator, member, director, officer, agent or
employee of the Corporation in his individual capacity, and any officer
of the Corporation executing the Bonds shall not he liable personally on
the Bonds or be subject to any personal liability or accountability by
reason of the issuance thereof. No recourse under or upon any obliga-
tion, covenant or agreement contained in this Indenture, or in any Bond
or coupon hereby secured, or under any judgment obtained against the
Corporation, or by the enforcement of any assessment or by any legal
or equitable proceeding by virtue of any constitution or statute or
otherwise, or under any circumstances, under or independent of this
Indenture, shall be had against any incorporator, member, director,
officer, agent or employee, as such, past, present or future, of the
Corporation, either directly or through the Corporation, or otherwise
for the payment for or to the Corporation or any receiver thereof, or
for or to the Holder of any Bond or coupon issued hereunder or other-
wiso, of any sum that may be due and unpaid by the Corporation upon
any such Bond or coupon, and any and all personal liability of every
nature, whether at common law or in equity, or by statute or by consti-
tution or otherwise, of any such incorporator, member, director, officer,
agent or employee as such, to respond by reason of omission on his
57
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part. or otherwise. for the payment for or to the Corporation or any
I•Fceiver thereof, for or to tLe Holder of any Bond or coupon issued
1ereun ler or otherwise. of any sum that may remain due and unpaid
upon the Bonds and coupons hereby secured or any of thew, is hereby
expressly `�awed and released as a condition of and consideration for
the execution of this Indenture and the Issue of such Bonds and con-
„ons. Nothing provided in this Section shall operate as a protection
tirnm liability for acts cons tituting had faith, wilful misfeasance, gross
� „1�li °encc or reckless disregard Of duties.
1306. Subordination of Indenture. This Indenture and the rights
and privileges hereunder of the Trustee and the Holders of the Bonds
are specifically made subject and subordinate to the rights and privi-
1eg•es of the Corporation and the City set forth in the Lease.
Section 130i. Validity of Multiple Copies. This Indenture nlay
h executed in multiple counterparts, each of which shall be regarded
for all purposes as an original; and such counterparts shall constitute
hnt one and the salve instrument.
Section 1308. headings. .any headings preceding the texts of the
;several Articles hereof, and any table of contents or marginal notes
f appended to copies hereof, shall be solely for convenience of reference
and shall not constitute a part of this Indenture, nor shall they affect
its Iueaning, construction or effect.
IN A\.IT\ESS WHEREOF, the Corporation has caused this Indenture
to he executed b}- its President. and Secretary and its corporate seal
affixed, and 'Trustee has caused this Indenture to be executed by its
Vice President and Assistant Vice President and its corporate seal
affixed, all as of the day and year first above written.
I
111"TINGTON 1-I)EACH PUBLIC / �.%/ (Seal)
FACILITIES CORPORATIO\
Pr id e n.t
Ct
1 �� 1
Sec etary
1')auk "rica &S.A.
Trustee
By
Vice President
(Seal)
-Ass't.V resident
58
9
1
STATE OF CAT, ORNIA ]
} BB.
COUNTY OF USANaH
On this day of .......
........_, 1972, before me, the undersigned,
a \Totary Public. in and for said State, personally appeared LARRY L.
CURRAN and DARRELL E. WARD known to me to be the President and
the Secretary, respectively, Of HUNTINGTON BEACH PUBLIC FACILITIES
CORPORATION, one of the corporations that executed the within instru-
ment, known to me to be the persons who executed the within instru-
ment on behalf of such corporation, and acknowledged to me that
such corporation executed the within instrument pursuant to its by-laws
and a resolution of its Board of Directors.
WrrNEss my hand and official seal.
(Seal) ,,/ J���e-.Gz-.•-G�-
E
i OFFICIAL SEAL • Notary Public in and for the
' FLOYD G. BELSITO State of California
NOTARY
PUBLIC ■
— CALIFORNi.4
�.LS"y d,•y PRINCIPAL OFFICE IN
J ■ C.RA^.GE COUNTY ■
• My Commission Expires
10, 1974
:a■acvc,■ssoaeaaacs......•••■■i ............................................
i
6
t41
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t
59
r
STATE OF C:iLLIFORNIA SS.
COL;�TY OF Los A�TGEL1sS
On this J-5Tda-, of/�!G.s!.�-�.•, 1972, before Ine, the undersigned.
tiothzl� Public in and for said State, personally- appeared ,5,- - (IFS
end l •1� � N_lUl:nown to me to be a Vice President and an Assistant
1-ice President, respectively, of Bank of America National Trust and
&II-inn-s Association, one of the corporations that executed the within
instrument, known to me to be the persons who executed the within
instrument on behalf of such corporation, and acknowledged to me that
such corporation executed the within instrument pursuant to its by-laws
or a resolution of its board of directors.
`�TITVF.SS mN hand and official seal.
(Seal)
OFFICIAL SEAL -
' ] BARBARA D !(GEANi
NOTARY PUBLIC - CALIFORNIA �� Totary Public in and for the
PRINCIPAL OFFICE IN I
COUP ITY OF LOS ANGELES State of California
MY COMMISSION EXPIRES OCTOBER 8 1972
Aly Commission Expires
-----------•--------------------------------
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PY
EXHIBIT A
That portion of the South-half (Sl/=) of the Southwest one quarter
(Sw4) of Section 26, Township 5 South, Range 11 West, San Ber-
nardino Base and Meridian in the City of Huntington Beach, County
of Orange, State of California, as shown on a map recorded in Book 51,
Page 13 of Miscellaneous flaps, in the office of the Counts- Recorder of
said Count- described as follows:
Beginning at the Southwest corner of said section 26 thence
North 89' 20' 21" East 50.00 feet along southline of said Section
26 to a point on a line parallel with and 50.00 feet easterly, measured
at right angles, from the west line of said Southwest one-quarter
(SN1/4) ; thence North 0° 50' 12" Nest 30.00 feet along said line
to the TRUE POINT OF BEGINNING; Thence continuing along
said line North 0° 50' 12" West 1290.57 feet to a point on the North
line of the South one-half (Sl/2) of said Southwest one-quarter
(SW'/,-) , thence North 89' 21' 27" East 610.00 feet along said line
to a point on the East line of the West 20 acres of said South one-
half (S1/_) ; thence South 0° 50' 04" East 673.85 feet along-said east
line of the West 20 acres to a point; thence North 890 09' 55" East
23.57 Feet to a point on a tangent curve concave to the Southwest
having a radius of 420.00 feet; thence southeasterly along said
curve through a central angle of 40' 40' 27" an are distance of
298.16 feet to a point on a tangent curve concave to the southwest
having a radius of 160.00 feet; thence southeasterly along said
curve through a central angle of 49' 30' 00" and arc distance of
138.23 feet to a point on a tangent line; thence South 0° 39' 38"
East 437.00 feet to a point on a line parallel with and 10.00 feet
southerly measured at right angles from the south line of said
Section 26; thence South 89' 20' 22" Nest 342.50 feet along said
line to a point; thence North 37' 08' 10" West 53.11 feet to a point
on a line parallel with and 30.00 feet North measured at right angles
from south line of said Section 26; thence South 89' 20' 22" West
587.71 feet along said line to the TRUE POINT OF BEGINNING.
61
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EXHIBIT B
[FORbf OF COUPON BOND]
No. $5,000
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
LEASEHOLD i\1ORTGAGE BOND
SECOND ISSUE
KNOW ALL MEN BY THESE PRESENTS that HUNTINGTON BEACH
PUBLIC FACILITIES CORPORATION (hereinafter called the "Corpora-
tion"), a non-profit corporation duly organized and existing under
the laws of the State of California, for value received, hereby
promises to pay to the bearer, or, if this bond be registered, to
the registered owner hereof, on the first day of September, 19.....
unless redeemed prior thereto as hereinafter provided, upon the
presentation and surrender hereof, the principal sum of FIVE
THOUSAND DOLLARS -($5,000) and to pay interest on said
principal sum from the date hereof, at the rate of ................ per cent
(......%) per annum, until the payment of such principal sum has
been made or provided for, such interest being payable semi-
annually on the first day Of March and the first day of Septem-
ber in each year, upon the presentation and surrender of the
attached coupons evidencing such interest as the same respectively
fall due. The principal of, interest, and premium, if any, on, this
bond are payable in lawful money of the United States of America
at the corporate agency division of the Trustee,hereinafter referred
to, in the City of Los Angeles, State of California, or at the princi-
pal office of any paying agent in the City of Chicago, Illinois or
The City of New Fork, New York, at the option of the holder
hereof. f
1 The bonds of the issue of which this bond is one are redeemable c
at any time prior to their stated dates of maturity in the event
of loss of or damage to or condemnation of the Project, as more
fully set out in the Indenture hereinafter referred to, for the
principal amount thereof together with interest accrued to the
redemption date plus a premium equal to one quarter of one per-
cent (1/4%) of said principal amount plus one quarter of one
percent (14%) for each year or fraction of a year from the redemp-
tion date to the maturity date of this bond provided that such
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premium shall not exceed four percent (417o) of the principal
amount. Redemption of the bonds for such purposes may be made,
at the option of the Corporation, as a whole, or in part, but only in
the manner and only from the funds as provided in said Indenture.
Except as set forth in the preceding paragraph, if this bond
matures on or prior to September 1, 1982, it shall not be subject to
call and redemption prior to maturity. If this bond matures on
September 1, 1983, or thereafter, it may, at the option of the Corpo-
ration, be called for redemption prior to maturity in whole or in
part. on September 1, .1982, or on any interest payment date there-
after, but only in the manner and only from the funds as provided
in said Indenture, at a redemption price for each redeemable
bond equal to the principal amount thereof together with accrued
interest to the redemption date plus a premium equal to one
quarter of one percent (1/4 7o) of said principal amount plus one
quarter of one percent (1/.1%) for each year or fraction of a year
from the redemption date to the maturity date of the bond.
A notice of the redemption of any of said bonds shall be
published at least once not less than thirty (30) days prior to the
redemption date in a daily financial journal or daily newspaper of
general circulation printed in the English language and published
in The City of New York, State of New York, and mailed to the
registered owners of said bonds, in the manner provided in the
Indenture. The bonds so duly called for redemption shall become
and be due and payable at the redemption price provided for such
bonds on the date designated for redemption, and when the neces-
sary moneys shall have been deposited with, or shall be held by the
Trustee, interest on such bonds called for redemption shall cease to
accrue, the coupons for any such interest becoming due after the
redemption date shall be void, and the holders or registered owners
of said bonds called for redemption shall not have any lien, rights,
benefits or security in respect thereof under the Indenture except
to receive payment of the redemption price from moneys deposited
with or held by the Trustee for such redemption of such bonds.
This bond is one of a duly authorized issue of bonds of the
Corporation limited to the aggregate principal amount of Five
Million Dollars ($5,000,000), known as its "Leasehold Mortgage
Bonds, Second Issue," of like date, tenor and effect, except as to
: number, date of maturity, interest rate and authorized denom-
64
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inations, and all issued or to be issued under and pursuant to an
Indenture of _Mortgage and Deed of Trust (said Indenture, to-
gether with all supplemental Indentures hereafter entered into in
conformity with the terms and provisions thereof, being herein
referred to collectively as the "Indenture"), dated as of the first
day- of September, 1972, made and entered into by and between
the Corporation and Bank of America National Trust and Savings
Association, as Trustee (said bank and any successor thereto under
the Indenture being referred to herein as the "Trustee"), an exe-
cuted counterpart of which said Indenture is on file at the corporate
agency division of the Trustee in Los Angeles, California. Ref-
erence is made to said Indenture for the provisions, among others,
relating to the terms and security of the bonds, the collection and
application of rental revenues and other funds pledged to the pay-
ment of the bonds, the custody and application of the proceeds of
the bonds, the rights and remedies of the holders of the bonds,
the rights, duties and obligations of the Corporation and of the
Trustee, and each successive holder of this bond, by his acceptance
hereof, irrevocably assents to all of the terms, conditions and pro-
visions of said Indenture.
The bonds are issued or are to be issued by the Corporation
for the purpose of paving the cost of acquisition, construction, de- 4
velopment, equipment and financing of a certain Project defined in
said Indenture, and are payable both as to principal and interest,
from certain of the rental revenues and other funds to be derived
by the Corporation from the lease of said Project all in the
manner provided in the Indenture. The bonds are direct obliga-
tions of the Corporation and the full faith and credit of the `
Corporation are pledged for the payment of such principal, in-
test and redemption price.
This bond is transferable by delivery unless registered as to tl
principal in the name of the holder on books of the Corporation to k
be kept for that purpose at the corporate agency division of the
Trustee in Los Angeles, California, such registration to be noted
hereon. After such registration no transfer shall be valid unless
made upon such books by the registered owner in person or by at-
torney duly authorized in writing and similarly noted hereon; but
this bond may be discharged from registration by being in like
manner transferred to bearer and thereupon transferability by de-
livery shall be restored, after which this bond may again from
65
time to time be registered or discharged from registration as before.
Such registration, however, shall not affect the negotiability of the
coupons for interest hereto attached wNch shall always continue
to be payable to bearer and to be transferable by delivery merely,
and payment to the bearer thereof shall fully discharge the Corpo-
ration in respect to the interest therein mentioned whether or not
this bond be registered as to principal.
The Corporation and the Trustee may deem and treat the
bearer of this bond or, if this bond shall be registered as to prin-
cipal, the person in whose name this bond shall be so registered,
and the bearer of any interest coupon appertaining hereto whether
or not this bond shall be so registered as to principal, as the
absolute owner of such bond or such coupon, as the case may be
(whether or not this bond or such coupon shall have become due
and payable), for all purposes, and neither the Corporation nor
the Trustee shall be affected by any notice to the contrary.
The bonds of the issue of which this bond is one are issuable as
coupon bonds payable to bearer and registrable as to principal
alone, in the denomination of Five Thousand Dollars ($5,000) each,
and as registered bonds -,vithout coupons in the denomination of
Five Thousand Dollars ($5,000) each or in any multiple thereof.
The coupon bonds and the registered bonds without coupons are
interchangeable for bonds of the same interest rate and maturity
upon the surrender thereof for such purpose by the holder or
registered owner at the corporate agency division of the Trustee
in Los Angeles, all in the manner and upon the payment of the
charges and otherwise as provided in the Indenture.
Except as provided in the Indenture, no recourse shall be had
for the payment of the principal of,or the interest or premium,if any
on this bond, or of any claim based hereon, or in respect hereto or
of the Indenture, against any incorporator, member, officer or di-
rector, as such,past, present or future, of the Corporation or of any
successor company,whether directly or through a receiver or trustee
in bankruptcy, whether by virtue of any statute or rule or law or by
the enforcement of any assessment or penalty, or otherwise, all such
liabilities being, by the acceptance hereof, expressly waived and
released and being likewise waived and released by the terms of
the Indenture, all as more fully provided therein.
Neither this bond nor any interest coupon appertaining hereto
shall be valid or become obligatory for any purpose unless and
66
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until this bond shall have been authenticated by the execution of
the certificate hereon by the Trustee under the Indenture.
All things necessary to make this bond, when authenticated by
the Trustee, the valid, binding and legal obligation of the Corpora-
tion payable in accordance with the terms hereof and as in the
Indenture provided, and to make the Indenture valid, binding and
legal for the security thereof, have been done and performed.
IN WITNESS WHEREOF, HUNTINGTON BEACH PUBLIC FACILITIES
CORPORATION has caused this bond to be signed in its corporate name
by the facsimile signature of its President, and its corporate seal
or a facsimile thereof to be hereunto affixed and attested by the
facsimile signature of its Secretary and coupons for interest bear-
ing the facsimile signature of its Secretary to be hereunto attached,
as of the first day of September, 1972.
HUNTINGTON BEACH PUBLIC
FACILITIES CORPORATION
By................................................................
President
[SEAL]
ATTEST:
......................................................
Secretary
(FORM OF INTEREST COUPON)
No.
On the first day of , 19 (unless the bond hereafter
mentioned shall have been duly called for previous redemption and
payment duly provided therefor), upon surrender of this coupon,
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION will pay to the
b?
WIN fl'FIR;�_ _ Y x -:
bearer at the corporate agency division of BANK of AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, In the City of Los
Angeles, State of California, or at the principal office of any
paying agent. in the City- of Chicago, Illinois or The City of New
York, New York, at the option of the holder hereof ($...............) in
lawful money of the United States of America, being the interest
then due on its Leasehold Mortgage Bond, Second Issue, dated
September 1, 1972.
No- ----------------------------
Secretary
(REGISTRATION FOR\I)
Date of Name of Signature of Authorized
Registration Registered Holder Officer of Trustee
68
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uc-.:
EXHIBIT C
FORM OF REGISTERED BOND
HUNTIN GTON BEACH PUBLIC FACILITIES
CORPORATION
LEASEHOLD MORTGAGE BOND
SECOND ISSUE
No. R $
CouponBond Nos- ----------------------------------------------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS that HUNTINGTON BEACH
PUBLIC FACILITIIES CORPORATION (hereinafter called the "Corpora-
tion"), a non-profit corporation duly organized and existing under
the laws of the State of California, for value received, hereby
promisesto pay to --------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
or his registered assigns, on the first day of September, 19.....
upon presentation and surrender of this Bond, the sum of ..............
-----------------------------------------------------------------------DOLLARS ($......................)
together with interest thereon from September 1, 1972 or from
the most recent interest payment date to which interest has been
paid or duly provided for, at the rate of ...... percent (......%) per
annum, such interest being payable semi-almually on the first
day of March and the first day of September in each year. The
principal of, interest, and premium, if any, on this bond are payable
in lawful money of the United States of America at the corporate
agency division of the Trustee in the City of Los Angeles, State of
California, or at the principal office of any paying agent in the City
of Chicago, Illinois or The City of New York, New York, at the
option of the holder hereof. Both principal of and interest on this
Bond are payable to, or upon the order of, the person appearing as
the registered owner hereof at the close of business on the 15th
day preceding the payment date on registration books kept by the
Trustee.
The bonds of the issue of which this bond is one are redeemable
at any time prior to their stated dates of maturity in the event
of loss of or damage to or condemnation of the Project, as more
fully set out in the Indenture hereinafter referred to, for the
69
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principal amount thereof together with interest accrued to the
redemption date plus a premium equal to one quarter of one
percent (1/4%) of said principal amount plus one quarter of one
percent (1/4 7o) for each year or fraction of a year from the redemp-
tion date to the maturity date of this Bond, provided that such pre-
mium shall not exceed four percent (4%) of the principal amount.
Redemption of the bonds for such purposes may be made, at the
option of the Corporation, as a whole, or in part, but only in the
manner and only from the fiends as provided in said Indenture.
Except as set forth in the preceding paragraph, if this bond
matures on or prior to September 1., 1982, it shall not be subject to
call and redemption prior to maturity. If this bond matures on
September 1, 1983, or thereafter, it may, at the option of the Cor-
poration, be called for redemption prior to maturity in whole or in
part on September 1, 1982, or on any interest payment date there-
after, but only in the manner and only from the funds as provided
in said Indenture at a redemption price for each redeemable bond
equal to the principal amount thereof together with accrued interest
to the redemption date plus a premium equal to one quarter of one
percent (1/4%) of said principal amount plus one quarter of one
percent (1/4%) for each year or fraction of a year from the redemp-
tion date to the maturity date of the bond.
A notice of the redemption of any of said bonds shall be
published at least once not less than thirty (30) days prior to the
redemption date in a daily financial journal or daily newspaper
of general circulation printed in the English language and pub-
lished in The City of New York, State of New York, and mailed
to the registered owners of said Bonds, in the manner provided in
the Indenture. The bonds or any portions thereof so duly called
for redemption shall become and be due and payable at the
redemption price provided for such bonds on the date designated
for redemption, and when the necessary moneys shall have been
deposited with, or shall be held by the Trustee, interest on such
bonds or any portions thereof so called for redemption shall cease
to accrue, and the holders or registered owners of said bonds or
portions so called for redemption shall not have any lien, rights,
benefits or security in respect thereof under the Indenture except
to receive payment of the redemption price from moneys deposited
or held by the Trustee for such redemption of such bonds or
portions thereof.
70
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This bond is one of a duly authorized issue of bonds of the
Corporation limited to the aggregate principal amount of Fve Mil-
lion Dollars ($5,000,000) known as its "Leasehold Mortgage Bonds,
Second Issue" of like tenor and effect, except as to number, date of
maturity, interest rate and authorized denominations, and all issued
or to be issued under and pursuant to an Indenture of Mortgage and
Deed of Trust (said Indenture, together with all supplemental In-
dentures hereafter entered into in conformity with the terms and
provisions thereof, being herein referred to collectively as the "In-
denture"), dated as of the first day of September, 1972, made and
entered into by and between the Corporation and Bank of America
National Trust and Savings Association, as Trustee (said bank and
any successor thereto under the Indenture being referred to herein
as the "Trustee"), an executed counterpart of which said Indenture
is on file at the corporate agency division of the Trustee in Los An-
geles, California. Reference is made to said Indenture for the pro-
visions, among others relating to the terms and security of the
bonds, the collection and application of rental revenues and other
funds pledged to the payment of the bonds, the custody and applica-
tion of the proceeds of the bonds, the rights and remedies of the
holders of the bonds, the rights, duties and obligations of the Cor-
poration and of the Trustee, and each successive holder of this
bond, by his acceptance hereof, irrevocably assents to all of the
terms, conditions and provisions of said Indenture.
The bonds are issued or are to be issued by the Corporation for
the purpose of paying the cost of acquisition, construction, de-
velopment, equipment and financing of a certain Project defined
in said Indenture, and are payable both as to principal and interest
from certain of the rental revenues and other funds to be derived
by the Corporation from the lease of said Project all in the man-
ner provided in the Indenture. The bonds are direct obligations
of the Corporation and the full faith and credit of the Corpora- i
tion are pledged for the payment of such principal, interest and j
redemption price.
This bond is transferable by the registered holder hereof in
person or by his attorney duly authorized in writing at the corpo-
rate agency division of the Trustee in Los Angeles, California but
only in the manner, subject to the limitations, and upon payment of
the charges provided in the Indenture, and upon surrender and
71
MWNRNNN _< _�
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cancellation of this bond. Upon any such transfer the Corporation
shall issue in the name of the transferee and, after due authenti-
cation by the Trustee, deliver, in exchange for this bond, a new
registered bond or new registered bonds without coupons, of
authorized denominations, or, at the option of the transferee,
coupon bonds «-ith coupons attached representing all unpaid
interest due or to become due thereon, in aggregate principal
amount equal to the principal amount of this bond, or the un-
redeemed portion thereof, of the same maturity and bearing inter-
est at the same rate.
The bonds of the issue of which this bond is one are issuable
as coupon bonds payable to bearer and registrable as to principal
alone, in the denomination of Five Thousand Dollars ($5,000) each,
and as registered bonds without coupons in the denomination of
Five Thousand Dollars ($5,000) each or in any multiple thereof.
The coupon bonds and the registered bonds without coupons are
interchangeable for bonds of the same interest rate and maturity
upon the surrender thereof for such purpose by the holder or
registered owner at the corporate agency division of the Trustee
in the City of Los Angeles, California, all in the manner and upon
the payment of the charges and otherwise as provided in the
Indenture.
Except as provided in the Indenture, no recourse shall be had
for the payment of the principal of, or the interest, or premium,
if any, on this bond, or of any claim based hereon, or in respect
hereto or of the Indenture, against any incorporator, member,
officer or director, as such, past, present or future, of the Corpo-
ration or of any successor company, whether directly or through
a receiver or trustee in bankruptcy, whether by virtue of any
statute or rule of law or by the enforcement of any assessment or
penalty, or otherwise, all such liabilities being, by the acceptance
hereof, expressly waived and released by the terms of the Inden-
ture, all as more fully provided therein.
This bond shall not be valid or become obligatory for any
purpose unless and until this bond shall have been authenticated
by the execution of the certificate hereon by the Trustee under
the Indenture.
All things necessary to make this bond, when authenticated
by the Trustee, the valid, binding and legal obligation of the Cor-
72
poration payable in accordance with the terms hereof and as in
the Indenture provided, and to make the Indenture valid, binding
and legal for the security thereof, have been done and performed.
IN WITNESS WHEREOF, HUNTINGTON BEACH PUBLIC FACILITIES
CORPORATION has caused this bond to be signed in its corporate name
by the facsimile signature of its President, and its corporate seal
or a facsimile thereof to be hereunto affixed and attested by the
facsimile signature of its Secretary.
Dated: ..................................... 19.....
HUN=GTON BEAcH Puiamc
FACILITIES CORPORATION
By............................................................
President
(SEAL)
Attest:
.....................................•---......•.....•...........
Secretary
73
Now-
F
EXHIBIT D
(FORM OF TRUSTEES CERTIFICATE OF AUTHENTICATION)
[COUPON AND REGISTERED BONDS
This bond is one of the bonds issued pursuant to and under the
provisions of the within mentioned Indenture.
..................................................................
Bank of America National Trust
and Savings Association, as Trustee,
By............................................................
Authorized Officer
FORM OF ASSIGNMENT FOR ALL BONDS)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfersunto ......................................................................................................
..................•..............................................................................................•................
the within bond and hereby irrevocably constitutes and appoints
........................................................................................•.........................................
....................................................•.............................................................................
attorney to transfer said bond on the registry books kept for that
purpose with full power of substitution in the premises.
Dated:......•.............................. ..........
..................................................................
Witness: �
..................................................................
74
[CONFORMED COPY]
i
HUNTINGTON BEACH PUBLIC FACILITIES
CORPORATION
i
and
CITY OF HUNTINGTON BEACH
i
Dated as of January 15, 1972
Recorded in the Office of the County Recorder of Orange County on
February 11, 1972, as Document No. %21 in Book 9998,
Page 745, of Official Records of Orange County
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
LEASE AND SUBLEASE
THIS LEASE AND SUBLEASE, dated as of January 15, 1972, by and between HUNTINGTON
BEACH PUBLIC FACILITIES CORPORATION, hereinafter referred to as the "Corporation", and the
CITY OF HUNTINGTON BEACH, a municipal corporation duly organized and existing by virtue of a
charter adopted pursuant to the Constitution of the State of California in the State of California, hereinafter
referred to as the "City",
WITNESSETH:
WHEREAS,the City is the owner of certain real property in the County of Orange, more particularly
described in Exhibit A attached hereto and made a part hereof (hereinafter referred to as the "Site");
and
WHEREAS, the City has caused to be prepared and has approved plans and specifications for
the construction of a city hall, police building and related facilities to each of such buildings, all to
be constructed on the Site (each of such buildings and related facilities being hereinafter referred to
collectively as the "Facilities"); and
WHEREAS, the Corporation intends to construct the Facilities, and to finance such construction by
the issuance and sale of its leasehold mortgage bonds;
NOW, THEREFORE in consideration of the payment of rental and the performance of the mutual
promises and agreements herein contained at the time and in the manner specified, the parties hereto
agree as follows:
Section 1. Ground Lease
For and in consideration of the sum of $350,000 advance rental, receipt of which is hereby
acknowledged, the City hereby leases the Site to the Corporation for a term commencing on the date of
execution hereof and ending one week after the end of the term of the sublease to the City set forth in
Section 4 hereof,unless earlier ended as hereinafter provided (except in the case of a default by the City as
specified in Section 13 hereof).
At the end of the term of this Ground Lease or upon any earlier termination thereof, or upon the
payment or provision therefor of all sums due under any security instruments filed with the City
pursuant to Section 15 hereof, the Project and any other assets of the Corporation relating thereto and
then remaining, shall be distributed to the City. The City agrees that in such event it will accept such
distribution of assets. The City may require the discharge of any security instruments of the Corporation
filed pursuant to Section 15 hereof at any time if the City provides the Corporation with the necessary r:±
funds therefor, subject however, to the terms of such security instruments.
Section 2. Construction of Facilities
The City shall forthwith upon execution hereof deliver to the Corporation possession of the Site
and said plans and specifications. The Corporation,unless it has heretofore done so,shall proceed diligently
to let a contract or contracts for the construction of the Facilities by a contractor or contractors licensed
under the laws of the State of California, all work, construction and materials to be in accordance with
said plans and specifications. The Corporation shall let such contract or contracts by open competitive
bidding, the Procedure therefor being in accordance with the general laws relating to the bidding on
1
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4�.i�
contracts for public works. Construction of the Facilities shall be completed within two and one half years
of the date of execution hereof; provided, however,that with the consent of the City such completion date
may be extended by not to exceed one additional year; and provided further that such completion date
shall be extended for whatever further period (but in no event to a date later than three years from the date
of execution hereof), that the Corporation (or any contractor or contractors employed by the
Corporation) is delayed by: (1) acts or omissions of the City or of any employee or agent of the City
acting in the course and scope of his employment, including changes ordered in the work; or (2) any
act of God which the Corporation could not reasonably have foreseen and provided for; or (3) any
strikes, boycotts, or like obstructive actions by employee or labor organizations which are beyond the
control of the Corporation and which the Corporation cannot overcome with reasonable effort and
could not reasonably have foreseen and provided for; or (4) any war or declaration of a state of
national emergency; or (5) the imposition by government action or authority of restrictions upon
the procurement of labor or materials necessary for completion.
If upon the date of execution of this Lease and Sublease there is any litigation pending relating
to the validity of this Lease and Sublease, or the financing of the Facilities, or if any such litigation is
commenced prior to the letting of any contract for the construction of the Facilities,the Corporation shall
have no obligation to let such construction contract until such litigation is finally terminated favorably to
the validity of this Lease and Sublease or the proposed financing. In the event that such litigation
remains pending for more than six (6) months, the Corporation may, if no bonds of the Corporation
are outstanding,terminate this Lease and Sublease by delivering written notice of such termination to the
City and surrendering the Site to the City. Thereafter both the Corporation and the City shall be relieved
of all obligations under this Lease and Sublease.
Section 3. Plans, Specifications and Architect
The City has entered into agreements with Kurt Meyer & Associates, Honnold, Reibsamen & Rex
(hereinafter referred to as the "Architects") for architectural services in connection with the Facilities
including preparation of the plans and specifications above referred to.
The Corporation shall use said plans and specifications and the services of the Architects in the
performance of the work of constructing the Facilities covered by agreement, including, without limita-
tion, the Architect's supervision services. The Corporation shall pay the Architects for their services.
The City shall provide all inspection services and testing of materials required for said construction
including consultants, as necessary.
Section 4. Sublease to City—MaAmum Term
The Corporation hereby subleases to the City and the City hereby accepts and rents from the
Corporation the Site as improved by the construction of the Facilities. The term of sublease shall
commence when the Facilities are substantially completed and available for occupancy and written
notice thereof has been served on the City, but in no event later than five years from the date of
execution hereof plus any extension of completion date provided under Section 2 hereof. The term of
the sublease to the City shall end on the earlier of (i) thirty (30) years after commencement of said
term of sublease or (ii) upon the payment of all principal, interest and premiums, if any, or other sums
so that any and all security devices and instruments filed with the City pursuant to Section 15 hereof
have been discharged.
Section 5. Rental
For the period commencing on the date on which the City shall be served with written notice that
the Facilities have been substantially completed and are ready for occupancy and the City has accepted
said Facilities the City agrees to pay for the use of the premises during each fiscal year rent at the rate
Of $854,900 per year ("base rent"). In the event that the liability of the City for rent at said annual
rate does not commence on the first day of the City's fiscal year (July 1), the rent to be paid for the
remaining portion of the fiscal year in which such liability commences shall be prorated and shall be
Paid within thirty days following commencement of such liability, but in no event later than the next
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succeeding June 30. During the remainder of the term of the sublease to the City said rental shall be
paid on or before July 31 in each fiscal year for the use of the premises during said fiscal year. In addition,
and as part of the rent, during the term of the sublease to the City, the City agrees to pay an amount
equivalent to the following:
(1) all taxes and assessments of any nature whatsoever, including, but not limited to, excise
taxes, ad valorem taxes, ad valorem and specific lien special assessments and gross receipts taxes,
if any, levied upon the Site or upon the Facilities or upon the Corporation's interest therein, or
upon the rental income derived therefrom, except State and Federal income taxes; and
(2) insurance premiums (as hereinafter provided); and
(3) all administrative costs of the Corporation, including, without limiting the generality of the
foregoing, wages, expenses, compensation and indemnification of the Trustee under the indenture
referred to in Section 15 hereof, fees and charges of auditors, accountants, architects, engineers
and attorneys, and all other necessary administrative costs of the Corporation or charges required
to be paid by the Corporation in order to comply with the terms of the bonds or said indenture and
to defend the Corporation and its members and directors; and
(4) all costs and expenses which the Corporation may incur in consequence of or because of
any default by the City under this Lease and Sublease, including reasonable attorneys' fees and
costs of suit or action at law to enforce the terms and conditions of this Lease and Sublease,
said payments to be made within sixty (60) days after the City has been furnished receipted bills or
cancelled checks showing payment by the Corporation. In the event this Lease and Sublease expires or
is terminated, or in the event the Facilities become untenantable, such taxes and special assessments
(except taxes and special assessments on land or on an interest in land) and insurance premiums shall
be prorated as herein provided and any unused portions shall be refunded to the City. Insurance
premiums shall be prorated upon the basis of the period of time for which each such premium is
paid. Taxes and ad valorem special assessments shall be prorated upon the basis of the fiscal year
for which they were levied. Specific lien assessments shall be prorated upon the basis of the period of
time that bonds would run in the event the property were in private ownership and the assessments
had not been paid in cash.
There shall be credited against the base rent and additional rent due hereunder any amount of
money available for such credit pursuant to the terms of any security instruments filed with the City
Pursuant to Section 15 hereof.
The City hereby covenants to take such action as may be necessary to include and maintain all
rental payments due hereunder in each fiscal vear in its budget for such fiscal year, and further covenants
to make the necessary appropriations for all such rental payments. Such covenants shall be deemed
and construed to impose ministerial duties by law and it shall be the duty of each and every public
official of the City to take such action and do such things as are required by law in the performance
Of such duty to enable the City to carry out and perform said covenants.
Any installment of rent accruing under this Section which shall not be paid when due shall bear
interest at the rate of 7% per annum from the date when the same is due hereunder until the same
shall be paid. Notwithstanding any dispute between the Corporation and the City hereunder, the City
shall make all rental payments when due and shall not withhold any rental payments pending the final
resolution of such dispute. In the event of a determination that the City was not liable for said rental
Payments or any portion thereof, said payments or excess of payments as the case may be shall be credited
against subsequent rental payments due hereunder.
The sublease provided for herein shall be deemed and construed to be a "net-net" sublease, and
the City agrees that the rents provided for herein shall be an absolute net return to the Corporation, free
and clear of any expenses, charges or set-offs whatsoever.
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Section 6. Insurance
The Corporation shall, during the term of this Lease and Sublease, secure a policy or policies of
insurance, from reputable insurance companies, against loss or damage to the Facilities, resulting from
fire, lightning, vandalism, malicious mischief, and such perils ordinarily defined as "extended coverage"
and such other perils as the Corporation and the City may agree should be insured against on forms and
in amounts satisfactory to each. The City shall be named as an additional insured under such policies of
insurance. Nothing herein shall be construed to require the Corporation to carry insurance with respect
to equipment or fixtures not provided by the Corporation pursuant to said plans and specifications.
During the term of this Lease and Sublease the Corporation shall provide and keep in force public
liability and property damage policies protecting both the Corporation and the City on forms and in
amounts satisfactory to each.
The Corporation may also carry such other insurance as is required by the indenture or other security
instrument referred to in Section 15 hereof.
All premiums and charges for the aforesaid insurance shall be paid by the City in accordance with
the provisions of Section 5, provided that the City's obligation in any fiscal year to make such payment
shall be limited to payment for insurance applicable to said fiscal year.
Section 7. Changes in Plans and Specifications
No changes shall be made in the plans and specifications as approved by the City unless such
changes are approved in writing by the City and the Corporation. Such joint approval shall be made
under such procedure as both parties shall establish and shall not change the rental payments as herein
provided unless a supplemental agreement is entered into providing for such a change.
Section 8. Changes after Completion
The City shall not make any changes or alterations in the Facilities and shall not make any additions
thereto except with the written consent of the Corporation and upon such terms as may then be agreed
upon. This shall not prevent the City, without obtaining the Corporation's consent, from temporarily
affixing personal property to the Facilities, provided the City shall repair any damage thereto when such
property is removed.
Section 9. Title to Property
Title to the Site shall remain in the City, subject to the terms and conditions of this Lease and Sub-
lease. Title to the Facilities, all structural additions thereto, and all fixtures, equipment and apparatus
Placed therein by the Corporation shall remain in the Corporation during the term of this Lease and
Sublease and shall vest in the City at the end of the term of the Lease. Title to all personal property
and fixtures placed in the Facilities by the City shall remain in the City.
Section 10. Utilities Management, Operation and Maintenance
The City shall furnish, or cause to be furnished, to the extent permitted by law, in conjunction with
its right hereunder to occupy and use the Facilities, the source of all sewer, water, power, gas, telephone
and other utility services to the point of connection thereof as shown by said plans and specifications.
As long as the City is in possession of the Facilities it shall keep them free and clear of all liens,
charges and encumbrances (except any arising through the Corporation) and shall maintain the same in
good repair and working order and shall have the responsibility for all management, operation,
maintenance and repair of the Facilities, including without limitation, security service, janitor service,
groundskeeping, power, gas, telephone, light, heating, air conditioning, water and .all other untility
services. The City in its discretion may discharge such responsibility by: (1) using its own employees,
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w; (2) contracting for services; or (3) subleasing all or part of the Facilities; or (4) any combination
of said methods. No such contract or sublease shall place a greater burden on the Corporation than
provided herein, nor infringe rights granted to or retained by the Corporation hereunder, nor violate
or in any way impair the Corporation's obligations under the indenture or other instrument, if any, securing
or declaring the terms of any debt or borrowings by the Corporation, all or substantially all of the
proceeds of which are to be used to finance the Facilities. The Corporation does not agree to provide
anything more than the Facilities as herein defined.
Section 11. Damage by Fire, Earthquake, Etc.
It is expressly understood and agreed that the rental hereunder shall become due only in considera-
tion of the right to occupy and use the Facilities and, except as herein provided, it is the responsibility
of the Corporation to provide such right at all times during the period for which the rental involved is paid.
In the event of destruction or damage of the Facilities by fire or earthquake or other casualty
or event so that they become wholly or partly unusable the Corporation at its option may do either
of the following:
(1) Rebuild and repair the Facilities so that they shall be restored to use, in which case this
Lease and Sublease shall remain in full force and effect; or
(2) Declare this Lease and Sublease terminated and use the money collected from insurance
against destruction of or damage to the Facilities to the extent necessary to retire any outstanding
securities or any debts or liabilities which the Corporation may have; provided, however, that if the
Facilities can be repaired or rebuilt, and if the Corporation shall have sufficient funds from the
proceeds of insurance or otherwise, for the necessary repairing or rebuilding, the Corporation shall
not proceed under this option without the City's consent.
During such time as the Facilities are unusable rent shall cease and no further rental payments
shall accrue until the Facilities are again ready for occupancy and rental payments already made,
if any, shall be equitably adjusted. In the event of partial damage or destruction, rental payments,
including whose already made, if any, shall be abated or adjusted in a manner so as to reflect the fair
rental value of the usable portion of the Facilities remaining.
Section 12. Condemnation
In the event the Site and the Facilities, or so much thereof as to render the same unusable for
the purposes intended, shall be permanently taken under the power of eminent domain or sold to any
governmental agency threatening to exercise such power, the City shall receive that portion of the
condemnation award or sale proceeds attributable to the taking or sale of the Site, the Corporation shall
receive that portion of the condemnation award or sale proceeds attributable to the taking or sale of the
Facilities, and this Lease and Sublease shall terminate as of the date title to the Site and the Facilities
passes to the agency exercising the power of eminent domain or purchasing such Site and Facilities;
provided that rent shall be abated in the same manner provided in the last paragraph of Section 11 hereof
from and after the date the agency exercising or threatening to exercise such power takes possession of the
Site and Facilities.
In the event the Site and the Facilities, or a portion thereof, shall be temporarily taken under the
Power of eminent domain, the City shall receive that portion of the condemnation award attributable
to the taking of the Site,the Corporation shall receive that portion of the condemnation award attributable
to the taking of the Facilities, and this Lease and Sublease shall not terminate; provided that rent shall
be abated in the same manner provided in the last paragraph of Section 11 hereof during the period the
agency exercising the power of eminent domain is in possession of the Site and the Facilities, or a portion
thereof.
In the event that less than all of the Site and the Facilities shall be taken under the power of
eminent domes or sold to any governmental agency threatening to exercise such power and the remainder
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is usable for the purposes intended, this Lease and Sublease shall not terminate, but rental payments
shall be partially abated or adjusted in the same manner provided in the last paragraph of Section 11
hereof, such partial abatement or adjustment to be effective from and after the date the agency exer-
cising or threatening to exercise the power of eminent domain takes possession of the Site and the
Facilities. If the condemnation award is or sale proceeds are sufficient to repair and rebuild the
Facilities and the City gives its consent, the Corporation shall receive the entire condemnation award
or sale proceeds, and shall repair and rebuild the Facilities in such manner as the City may direct. Any
balance of the condemnation award or sale proceeds remaining after the Facilities have been repaired
and rebuilt shall first be used to pay the City an amount not exceeding that portion of the condemnation
award or sale proceeds attributable to the Site, and any remaining balance shall be retained by the
Corporation. If the condemnation award is or sale proceeds are insufficient to repair and rebuild the
Facilities or if the City refuses to give its consent, the City shall receive that portion of the condemnation
award or sale proceeds attributable to the taking or sale of the Site and the Corporation shall receive
that portion of the condemnation award or sale proceeds attributable to the taking or sale of the Facilities.
The proceeds of any condemnation award or sale received or retained by the Corporation shall
be used to pay amounts due under any security instruments executed by the Corporation pursuant
to Section 15 hereof.
Section 13. Default by City
If (a) the City shall fail to pay any rental payable hereunder within fifteen (15) days from the date
such rental is payable, or (b) the City shall fail to keep any other terms, covenants or conditions herein
for a period of twenty-five (25) days after written notice thereof from the Corporation to the City or (c)
the City shall abandon or vacate the premises, or (d) the City's interest in this Lease and Sublease or any
part thereof shall be assigned or transferred without the written consent of the Corporation, either
voluntarily or by operation of law, then in anv of such events the City shall be deemed to be in default
hereunder.
If the City should, after notice, fail to remedv anv default with all reasonable dispatch,not exceeding
thirty (30) days, then the Corporation shall have the right, at its option, without any further demand or
notice (i) to terminate the sublease without terminating the Ground Lease and to re-enter the premises
and eiect all parties in possession therefrom. or (ii )to re-enter the premises and eject all parties there-
from, and without terminating the sublease relet the premises, or any part thereof, as the agent and for
the account of the City, upon such terms and conditions as the Corporation may deem advisable, in
which event the rents received on such reletting shall be applied first to the expenses of reletting and
collection, including necessary renovation and alteration of the premises, reasonable attorneys' fees,
and any real estate commissions actually paid, and thereafter toward payment of all sums due or to
become due to the Corporation hereunder, and if a sufficient sum shall not be thus realized to pay such
stIms and other charges, the Citv shall pav the Corporation any deficiency. The foregoing remedies of
the Corporation are in addition to and not exclusive of anv other remedy of the Corporation, including,
but not limited to, the right to recover rent as it becomes due pursuant to Section 5 hereof, without
terminating this Lease and Sublease or the City's right to possession of the facilities. Any such re-entry
shall be allowed by the Citv without let or hindrance, and the Corporation shall not be liable in damages
for any such re-entry or be guilty of trespass.
The Corporation and the City consider the foregoing remedies to be essential to the validity of
this Lease and Sublease and intend that by virtue of Section 1952.6 of the Civil Code the provisions of
Sections 1951 to 1952.2, inclusive, of said code shall not be applicable to this Lease and Sublease.
Section 14. Arbitration
All controversies arising out of the interpretation or application of this Lease and Sublease or the
refusal of either party to perform the whole or any part thereof may, if both parties then elect, be settled
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by arbitration in accordance with the provisions of this Section. In such event, the controversy shall be
submitted to one arbitrator agreeable to both parties or to a board of three (3) arbitrators which shall be
appointed, one by the Corporation, one by the City, and the third by the first two (2) appointees. The
party desiring arbitration shall notify the other party by a written notice stating the following,: (1) that it
desires arbitration; (2) the controversy to be arbitrated; (3) that it has appointed its nominee; and
(4) that it requests the other party to appoint its nominee. If the other party accedes to arbitration,
it shall, within thirty (30) days from the receipt of said notice, so notify the noticing party and appoint
its nominee. If both cannot agree on one arbitrator, then, within fifteen (15) days after the last
party has appointed its nominee, the two (2) nominees shall appoint the third. The arbitrator or
arbitrators shall be disinterested (that is, without limiting the generality of the term "disinterested",
shall not be an officer, or employee of, or have contractual or other relations with either party). The
arbitrator or arbitration board shall hold at least one hearing and at least 10 days before said hearing
shall give each party written notice thereof. The arbitration shall be restricted to matters that are
stated in the notice requesting arbitration. The arbitrator or arbitration board shall have no authority
to add to or subtract from this Lease and Sublease. Each party shall be given an opportunity to be
heard and to present evidence. Upon conclusion of the hearing or hearings the arbitrator or arbitration
board shall reduce their findings of fact, conclusions of law and award to writing, and shall sign the
same and deliver one signed copy thereof to each party. Such award shall be final and binding upon
both parties. If there is an arbitration board, a majority finding shall govern if the arbitrators' determina-
tion is not unanimous. The City shall pay all expenses of the arbitration proceedings. The award
or decision of the arbitrator or arbitrators may be entered as a judgment in any court having jurisdiction
so to do. Except as otherwise provided herein, such arbitration shall be conducted in accordance with the
rules of the American Arbitration Association then in force.
Section 15. Mortgage of Leasehold
Except as otherwise provided herein, the Corporation shall not assign or transfer the performance of
its duties and obligations hereunder without the consent of the City.
The Corporation shall finance the construction of the Facilities by the sale and issuance of its
leasehold mortgage bonds to the extent permitted by law.
The Corporation may, without the consent of the City, give, assign, transfer, mortgage, hypothecate
or encumber the Corporation's interest under this Lease and Sublease (including the right to receive
rental payments) to any bona fide lender or lenders (including purchasers or holders of notes, bonds or
other obligations of the Corporation) on the security of the leasehold estate, and the Corporation may
elecute any and all instruments necessary therefor, including, without limitation, instruments providing
for the paying of rent directly to a trustee for such lender or lenders. Anv such lender or lenders may
be granted the right, prior to termination of this Lease and Sublease:
(a) To do any act or thing required of the Corporation in order to prevent a forfeiture of the
Corporation's rights hereunder, and all such acts or things so done shall be as effective to prevent a
forfeiture of the Corporation's rights hereunder as if done by the Corporation;
(b) To realize on the security of the leasehold estate and to acquire and succeed to the
interest of the Corporation hereunder by foreclosure or by a deed or assignment in lieu of fore-
closure, and thereafter at such lender's option to convey or assign the interest in or title to said
leasehold estate to any other person subject to all the terms, conditions and covenants of this Lease
and Sublease.
TWo copies of all security instruments shall be filed with the City two (2) weeks prior to the effective
date thereof, and
men� there the Corporation shall give the City prior written notice of any changes or amend-
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Section 16. Default by the Corporation
If a) the Corporation shall fail to construct the Facilities in accordance with the provisions of this
Lease and Sublease, or b) the Corporation shall fail to keep any other terms, covenants or conditions
herein for a period of twenty five (25) days after written notice thereof from the City to the Corporation,
or c) the Corporation's interest in this Lease and Sublease or any part thereof shall be assigned or
transferred without the written consent of the City, except as permitted under Section 15 hereof either
voluntarily or by operation of law, then in any of such events the Corporation shall be deemed to be
in default hereunder.
If the Corporation should, after notice, fail to remedy any default with all reasonable dispatch, not
exceeding thirty (30) days, then the City shall have the right, at its option, to terminate this Lease and
Sublease by delivering written notice of such termination to the Corporation, and thereafter the City shall
be relieved of all obligations hereunder.
Section 17. Access to Premises
The Corporation and its designees shall have the right to enter the premises during reasonable
business hours (and in emergencies at all times) (i) to inspect the same and (ii) for purposes connected
with the Corporation's rights or obligations hereunder.
Section 18. Notices
Any notices or filings required to be given or made under this Lease and Sublease shall be served or
made in the following manner: upon the City by serving the City Clerk personally or by registered mail
addressed to the City Clerk, City of Huntington Beach, City Hall, Huntington Beach, California. or such
other place as may hereafter be designated in writing by the City, and upon the Corporation by registered
mail addressed to the Corporation at such place as the Corporation shall hereafter designate in writing.
Section 19. Judgments
The City shall pay all judgments (including costs of suit and attorney fees) rendered against any
director, officer or member of the Corporation arising out of a claim by any person, firm or corporation
alleging liability against such director, officer or member for actions or omissions to act, provided such
actions or omissions to act occurred within the scope of his duties as a director, officer or member of the
Corporation; however, the City shall not be liable to pay additional sums on account of judgments
rendered against any director, officer or member for acts or omissions constituting bad faith, wilful mis-
feasance, gross negligence or reckless disregard for duties.
Section 20. Section Headings, Severability
The paragraph headings contained herein are for convenience and reference and are not intended
to define or limit the scope of any provision of this Lease and Sublease.
If any section, subsection, sentence, clause or phrase of this Lease and Sublease, or the application
thereof to either party or any other person or circumstance (except the provisions of Section 13 hereof
relating to remedies of the Corporation in the event of default by the City), is for any reason held invalid,
it shall be deemed severable and the validity of the remainder of the Lease and Sublease or the application
of such provision to the other party or to any person or circumstance shall not be affected thereby.
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IN WITNESS WHEREOF, the Corporation has caused this Lease and Sublease to be executed by its
duly authorized officers and the City has caused this Lease and Sublease to be executed by the Mayor of
said City and attested by the City Clerk thereof, as of the day and year first above written.
HUNTINGTON BEACH PUBLIC FACIIdTIFS CORPORATION
By LARRY L. CURRAN
President
By DARRELL E. WARD
Secretary
(Seal)
CITY OF HUN 1NGTON BEACH
Attest: By GEORGE C. McCRACKEN
Mayor
PAUL C. JONES
City Clerk
(Seal)
Approved as to Form:
DON P. BONFA
City Attorney of the
City of Huntington Beach
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-: STATE OF CALIFORNIA
1
'= } SS.
COUNTY OF ORANGE
J
On this 14th day of January, 1972, before me, the undersigned, a Notary Public in and for said
_{ State, personally appeared GEORGE C. MCCRACKEN, known to me to be the Mayor, and PAUL C. JONES,
known to me to be the City Clerk, of the City of Huntington Beach, California, one of the corporations
that executed the within instrument, known to me to be the persons who executed the within instrument
on behalf of such corporation, and acknowledged to me that such corporation executed the within
:.# instrument pursuant to a resolution of its City Council.
t WrrNEss my hand and official seal.
4
(SEAL) FLOYD G. BELSITO
OFFICIAL SEAL
5, FLOYD G. BELSITO Notary Public in and for the
NOTARY PUBLIC•CALIFORNIA
PRINCIPAL OFFICE IN State Of California
ORANGE COUNTY
My Commission Expires March 10, 1974
STATE OF CALIFORNIA
SS.
COUNTY OF ORANGE
On this 4 3th day of January, 1972, before me, the undersigned, a Notary Public in and for said
State, personally appeared LARRY L. CURRAN, known to me to be the President, and DARRELL E. WARD,
known to me to be the Secretary, of the HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION, one of
the corporations that executed the within instrument, known to me to be the persons who executed the
within instrument on behalf of such corporation, and acknowledged to me that such corporation executed
the within instrument pursuant to a resolution of its board of directors.
WrrNESS my hand and official seal.
(SEAL) FLOYD G. BELSITO
t OFFICIAL SEAL
FLOYD G. BELSITO
Notary Public in and for the
NOTARY PUBLIC-CALIFORNIA
PRINCIPAL OFFICE IN State of California
ORANGE COUNTY
My Commission Expires March 10, 1974 -
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EXHIBIT A
That portion of the southwest one-quarter of Section 2 Township 6 South, Range 11 West, San
Bernardino Base and Meridian, in the City of Huntington Beach, County of Orange, State of California,
described as follows:
Beginning at the centerline intersection of Main Street, 120.00 feet in width as now laid out, with
the centerline of Seventeenth Street, 70.00 feet in width as now laid out, as shown on a map of
Tract No. 12 recorded in Book 9 Page 13 of Miscellaneous Maps, Records of said County; thence
F north 206.14 feet along the centerline of said Main Street to a point; thence east 60.00 feet to
a point on the east line of said Main Street, said point being the true point of beginning; thence
north 1158.31 feet along said east line to a point on a tangent curve, concave to the southeast
having a radius of 32.00 feet; thence northeasterly along said curve thru a central angle of
90' 00' 00" an arc distance of 50.27 feet to a point on a tangent line, said line being the northline
of said Tract No. 12, said line also being the southline of Mansion Avenue as described in a deed
recorded in Book 294 Page 390 of Deeds, Records of said County; thence east 503.30 feet along
said line to an angle point in the line; thence south 48° 41' east 439.84 feet along said northline
of Tract No. 12 and said southline of Mansion Avenue to a point on the northwesterly line of the
before mentioned Seventeenth Street; thence south 411 19' west 1226.32 feet along said north-
westerly line to a point on a tangent curve concave to the northeast having a radius of 32.00 feet;
thence westerly along said curve thru a central angle of 138° 41' 00" an arc distance of 77.46
feet to the true point of beginning.
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