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HomeMy WebLinkAboutArticles of Incorporation - HB Public Facilities Corporation �PGN P11,80,0 Huntington Beach Public Facilities Corporation INCC+RPORA7KD Cos2O00 Main Street • Post Office Box 190 • Huntington Beach, California 92648 NOVKMKKR 17.1970 April 2, 1987 CAS IFoaOP Honorable Mayor Jack Kelly CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, California 92648 Dear Mayor Kelly: At the Public Facilities Corporation Board Meeting held January 28, 1987, I was asked to respond to your inquiry letter regarding current or upcoming director vacancies. The Public Facilities Corporation has been in an adjustment mode during all of 1986 with a complete change over of directors and the rapidly paced defeasance of the Civic Center. There was need for an initial orientation to the Corporation's legal instruments, director's duties and responsibilities, facility inspections, and getting to know how City staff liaison personnel operated. Nonetheless, the Board of Directors has begun to deal with needed modification of organizational structure and meeting schedules. To this end, the board has acted by resolution to hereafter meet four times yearly on the last Wednesday of the first month of each quarter (January, April, July and October). Also, after letter notification to the City Council, the board acted to amend bylaws on December 8, 1986 to change the length of the director's terms of office from one to three years. The annual meeting date, when elections are to be held, has been changed from January to July to correspond with our fiscal year. In explanation of these actions, I offer our thinking that with corporate responsibility now limited to the Library leaseback, monthly or even bi-monthly meetings are no longer necessary. The reduction in scheduled meetings will result in savings of management personnel time now committed to preparation and attendance at our meetings. The extension of terms of office is a complementary action related to the reduced meeting schedule, (refer to attachments, old and new bylaws). In addition to the above information, you will want to know that during the interim months, between the old January and the new July annual meeting dates, the present directors will continue to serve under a pre-existing "interim authority" bylaws provision. All five directorships will be up for re-election on July 29, 1987. Those elected, or re-elected will be subject to the City Council's thirty (30) day right of acceptance. The new terms of office will be staggered so that in each following year, the terms of either one or two of the five directors will be subject to election. The board's intent in regards to these changes were discussed with Councilpersons Finley and Green at our January 28, 1987 meeting, as reflected in our minutes. HONORABLE MAYOR JACK KELLY H.B.P.F.C. Director Terms of Office It is hoped that by both staggering and extending the terms of office, a sense of continuity will evolve for the PFC operation as has evolved for the City's Boards and Commissions. I am available to discuss any concerns or questions you may have by calling me at (714) 897-3994 or (213) 431-7040. Sincerely, L RRAINE FABER H.B.P.F.C. Secretary/Treasurer L F:sd Enclosures cc: City Council Members City Administrator -2- 3065j ��PGN PUBL/CA�C+ Huntington Beach Public Facilities Corporation C7 INCORPORATED of 2000 Main Street • Post Office Box 190 • Huntington Beach, California 92648 xNOVEMBER 27.1970 CO3 OAt IF 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 July, provided (1) if any such July 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 July 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: April 29, 1987 2958j 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- ing is not held or directors are not elected thereat, the directors may bi 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 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 principal among as many candidates as he shall think fit. The candidates receiving the highest number of 6. votes up 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 direetors *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 the power to elect a successor to take office when the resignation is to become effective. Section S. Meetings. A. ,.Regular Meetings. The Cor- poration shall provide for its regular meetings; pro- vided 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. D. Ralph 1-1. Brown Act. All meetings of the Corporation, including without limita- tion, regular, adjourned regular and special meetings, 7. h � 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 a 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 4 . 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 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. b. 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 . 10, 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 . 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 came 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 providgd 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 1 Q . 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 . 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 1 � . ' •,a.`. 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 . OON 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. 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, emended or repealed by the Board of Directors . 16. 4 i 0 I i � p T 5� 'E1MEi(q••,rf' V 43 CA f FORN�P i DEPARTMENT OF STATE i 1 1 i I It is hereby certified: That the annexed transcript has been compared with the REcoRD on file in my office, of which it purports to be a copy, and that the same is full, true and correct. (1 I� f r� , NOV 2 71970 Dated-------------- --------- ---- - - H. P. Sullivan, Secretary of State �. By- ----------- ----------------- -------------- --------------- Deputy Secretary of State i I i i i I --- -- —--- — - 4-- -- -- --- Ex?, SEC/STATE FORM CE-7 19025-662 1 70 60M C,05P 612,;29 ARTICLES OF INCORPORATION P! 2 Zi 1970 OF HUNTINGTON BEACH . :;:cr�tar� of �lCS� PUBLIC FACILITIES CORPORATION �, �, �w�,; ©,N; . ispui/ 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 (a) to exercise any and all rights and powers which a corporation organized under the General Nonprofit Corporation La►w 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 organised 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 influencer 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 fined 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. Viz. The names and addresses of the persons who are to act in the oapsott of directors of this corporation until the selection of their successors are as followsa 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 the a Articled of Incorporation this „ day of av�m 1970. R. HoUgidan an rn erc utherlanCT STATE OF CALIFORNIA ) as. COMITY OF LOS AWFLES ) On this day of .-N .I 1070 , before me, the undersigned, a Notary Public+ of. California, personally appeared D014ALD R. HODMIAN , STEPIIEN 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. f M t+M•rr q w Inv 1!N•M114rliMiq•11iM�1180tlA��iphglllgMrl4Y "WFICIAL SEAL 3�3 G URUiDE M. BRADLEY = Aar NI11Ah', "URI. O ;t' 1 I�ORNIA•,RtN U•tl, Jf hfl:F IN R R�QG �. 9T."L y I," 'flit t t" Ot1tiNTY Notary -Public o _ Californla My C-01"Wissiotl EXPIres Ian, 20, 1573 7M!%e'1.#4'1.r.:kngi Yi M;.atiMYt'9Y+1 YK yy/HnoN L) "maw (S E A 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. g2alification 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 I*** 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 d. 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 . 41 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 . r'+y 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 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 S. 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 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. Sacial 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 S. 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 Hoard 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 authorised 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. •r.Y.. .•.�.•.v. �y..,fr�5.q1#'.�-=.i.frMM rsK DMF+W►e `v _• -- 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- tine 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 authorised, 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, 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. 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. d ORIGINAL COPY for Master File w RESOLUTION NO. 329l TO CITY CLERK RESOLUTION OF THE CITY COUNCIL OF THE CITY 'OF HUNTINGTON BEACH, CALIFORNI,Ai APPROVING THE� CORPORATE EXISTENCE AND PURP*9$S OF THZ HUNTINGTON BEACH PUBLIC FACILITIES COR- PORAtXON AND APPROVING THE DIRECTORS OF SAID CORPORATION WHEREAS, the Huntington Beach Public Facilities Corporation was duly incorporated in accordance with the General Nonprofit Corporation Law of the State of California on November 27, 1970, as a non-stock, nonprofit corporation organized for the purpose of rendering assistance to the City of Huntington 'Beach in the construction of structures and facilities necessary for the construction of a city administrative building, a police building, a library build- ing and related facilities to each of such buildings; and WHEREAS; pursuant 'to the provisions of the Huntington Beach .Publi,c Facilities Corporation Lease and Sublease (the "Lease) , said Lease being substantially in the. form attached hereto .as Exhibit A, the City of Huntington Beach proposed to,. lease certain real property (the "Site") to the Corporation for a term of years and to lease back to the City of Huntington Beach said real property as improved by the construction of the city administrative building, police building, library building, and related facilities to each of such buildings, -for a term of years, as is more specifically set forth in said Lease;. and WHEREAS, the property,-, assets, profits and net revenues of the Corporation, except such as may be used for the payment for redemption of any bonds, debentures, notes, or other evidences of indebtedness incurred in connection with the construction of said facilities are irrevocably dedicated to the City ,of Huntington Beach; and WHEREAS, upon the termination of the Lease, title to the Site, as improved by the construction of said facilities, together with all other assets of the Corporation, shall vest in the City of Huntington Beach free and clear of any interest on the- part of the Corporation; and WHEREAS, the Corporation proposes to finance the construction of said facilities by the issuance of its Lease- hold Mortgage Bonds in the approximate amount of fifteen million six hundred thousand dollars ($15,'600,000) aecured by an Indenture of Mortgage and Deed of of Trust (the "Indenture") upon the leasehold interest of the Corporation, the Indenture being substantially in the form attached hereto as "Exhibit B; NOW, THEREFORE, the City Council of the City of Huntington Beach DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows: Section 1. The corporate existence and purposes of the Huntington Beach Public Facilities Corporation are hereby approved. Section 2. The proposed method of financing the construction of the city administrative building, police -2- building, library building and related facilities to each of such buildings, for public purposes, by the issuance of bonds in an amount not to exceed $15,600,000 of the Huntington Beach Public Facilities Corporation, substan- tially in the form and manner as hereinabove recited is hereby approved. Section 3. The City Council hereby agrees that the City of Huntington Beach will accept title to said Site and facilities upon .the termination of the Lease. Section 4. As required by the by-laws of the Huntington Beach Public Facilities Corporation, the City Council of the City of Huntington Beach hereby approves the appointment of the following persons, appointed as directors of the Huntington Beach Public Facilities Corpo- ration on January 25, 1971% William D. Armstrong 20522 Pier View Lane Huntington Beach, California ym It. ker 16872 Phelps Huntington Beach, California Larry L. Curran, Esq. 8131 Waderidge Circle Huntington Beach, California William Ritter 7582 Nancy Drive Huntington Beach, California Darrell Ward 627 Main Street Huntington Beach, California Section 5. The City Clerk shall certify to the passage and adoption of this resolution, shall enter the same in the Book of Resolutions of said City, and shall -3- cause the action of the City Council in adopting the same to be entered in the official minutes of said City Council. PASSED, APPROVED AND ADOPTED this 1st day of March 1971. L � Mayor of the City ofIH6Atington Beach, California ATTEST: City er o e City o Huntington Beach, California (SEAL) APPROVED AS TO FORM: y Att rney o Huntington Beach, Ca , for 'a -4- STATE OF CALIFORNIA ), ) �s. COUNTY OF ORANGE ) L, Paul C. Jones , City Clerk of the City of Huntilhatob Beach,, DO IM CERTIFY that the foregoing resolutlon was .duly adopted by the city council of said city at a regular meeting of said city council held on Mist day of March , 1971, and that it was so adopts y t e following vote: AYES: Ditectors McCracken, Bartlett, Gibbs y, Shipley NOES: Directors None ABSENT: Directors Green City Clerk a City (SEAL) 7 of Huntington Beach STATE OF CALIFORNIA ) ss. COUNTY OF ORANGE ) I, Paul C. Jones , City Clerk of the City of HuntingWn- eac , REBY CERTIFY that the above and foregoing is a full, true and correct copy of Resolution No. 3294 of said,City Council and that the same has not been—amended or- repealed. (;�� 'C.96�� City Clerk of tft City (SEAL) of Huntington each 771 Ar STA OF THE ACTION OF C IT'. OUNC IL *Council Chamber, City hall Huntington Beach, California unna—ag— .March 10 1971 - . - Mayor Shipley 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: ibbs Matne Coen Shi ley Councilmen Absent: rone een arr ve a �Ink�k�k7k*�Irk�irdr�ir�t�k*�k �Ink�k7k�k�kk�r*�F�1r�Ir�ltk�k�nk�k�k�rAr�r�k�r�It�ir RESOLUTION NO. 3294 - ADOPTED - H. B. PUBLIC FACILITIES CORP. The Clerk 'read Resolution No. 3294. by title - "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, .CALIFORNIA, APPROVING THE COR- PORATE EXISTENCE AND PURPOSES OF THE HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION AND APPROVING THE DIRECTORS OF SAID CORPORATION. " On motion by ,Coen, Council waived further reading of Resolution No. 3294, and passed and adopted same .by the following roll call vote : AYES : Councilmen: McCracken Bartlett, Gibbs, Matney, Coen, Shipley NOES : Councilmen: None ABSENT: Councilmen Green I On motion by Coen the regular meeting of the City Council of the City of Huntington Beach* adjourned. at 10: 20 P.M. 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 Paul C . Jones Mayor City Clerk . STATE OF CALIFORNIA ) County of Orange 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 1st day of March , 1971 .WITNESS my hand and seal of the said City of Huntington.Beach this the 2nd day of March 1971 mat,l C=..._1(Jh P 5.`. City Clerk and ex-officio Clerk of the City Council of- the City of Huntington Beach; .California `) BY: Deputy i i. ' . ORIGINAL Copy ARTICLES OF INCORPORATION for Master File OF HUNTINGTON BEACH MUST RE PUBLIC FACILITIES COAPORATIV RETURNED CITY C LERK z. 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. ITI. 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. TV. 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 shall 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 liab,i]pity for dues or assessments, VX1. The names and Addr+spses of the persons who are to act in the cgpac,ity of directors of this corporation until the sojection of their successors are ms follows; Name Address Donald R. Hodgman 611 West Sixth Strowt 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 WH$RgOr, 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 heroin es the first directors of this corporation, have executed these Articles of Incorporation this day of 1970. Mona R. Hodgman 'St'Stephen J. Stern re kic P. Sutherland 4. i , { STATE OF CALIFORNIA ) a ss. COUNTY OF LOS ANGELES ) On this day of , 1970, before me a Notary Public of California; 0,6.t$on*j1y appeared DONALD R. HODGMAN, STEPHEN J. STERN And FREDRIC P. SUTHERLAND, known to me to be the persons whose names are subscribed to this foregoing Articles of Incorporation and acknowledged to me that they executed the same. WITNESS my hand and official seal. otary Public of California [SEAL] 5. f t R oRr�iN� Copy MUST Ster FiOe tTp C�T�/ �r'AED BYLAWS �` I Q FR/� 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 4. 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. 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. 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. 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, 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. 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. Proof of Nevanber 16, 1970 • LILCO. • Pboone 746-1611 a r S11 j E , UuNQqGTON +► BEACH PUBLIC FACILITIES CORPORATION LEASE AND SUBLEASE r THIS LEASE AND SUBLEASE, dated as of September 1, 1931, by and between HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION, hereinafter referred to as the "Corporation", and the CITY OF HUNTINGT'ON BEACH, a municipal corporation 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" such Site consisting of two parcels designated as the civic center site and the library and cultural center site, respectively); and WHEREAS, the City has caused to be prepared and has approved plans and specifications for the construction of a civic center complex, library and cultural center complex and"related facilities to each such complex, each of such buildings to be erected on the civic center site, and library and cultural center site, respectively (each of such complexes 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 J. Ground Lease For and in consideration of the sum of one dollar ($1,04) rental, the receipt whereof 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 of all principal, interest and premiums, if any,-or other sums so that any and all security instruments filed with the City pursuant to .Section 15 hereof shall be discharged, the Corporation shall dissolve, The City may require such discharge at any time if the City provides the Corporation the necessary funds therefor,subject to the terms of any security instruments. Upon dissolution,liquidation, winding up of the Corporation, or upon abandonment, its assets remaining after payment of, or provision therefor, all debts and liabilities, shall be distributed to the City, and the City agrees that in such event it will accept such distribution of assets. 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 contracts for public works. Construction of the Facilities shall be completed within ___...... years of the 1 Huntington Bomb Flt..—F-I022 bed of November 16, 1970 • d.B.Co. . Phone 746-1611 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, 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 ........................................ and ................_...................... (hereinafter referred to individually as the "Architects") for architectural services in connection with the civic center complex and the library and cultural center complex, respectively, including preparation of the plans and specifications above referred to. The Corporation shall use said plans and specifications and the services of each of the Architects in the performance of the work of constructing the particular portion of the Facilities covered by agreement, including, without limitation, the Architect's supervision services. The Corporation shall pay each of the Architects for their respective services. The City shall provide all inspection services and testing of materials required for said construction. Section 4. Sublease to City—Maximum 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 ............ 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, the City agrees to pay for the use of the premises during each fiscal year rent at the rate of $............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 2 Huntington Beach Foe. —F-1022 proof of November 16, 1970 • J.B.Co. • Phoee 746.1611 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 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 year 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 ----% 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. 3 Hmitington Beach Fac. --F-1022 Proof of Now 16, 1970 • J.B.Co. • Phone 746-1611 Section 6. fimurancd The Corporation shall, during the term of this Lease and Sublease, secure a policy or policies of insurance, if such insurance is obtainable at reasonable cost 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 this term. 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 4 Huntington Beach Fac.—F-1022 proof of November 16, 1970 • jjLCo. • Phone 746-1611 services. The City in its discretion may discharge such responsibility by: (1) using its own employees, or; (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 powers 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. Huntington'Beaeb Fac.—F-1022 Proof of November 16, 1970 • d.B.Co. a Phone 746-1611 In the event that less than all of the Site and the Facilities shall be taken under. the power of eminent domain or sold to any governmental agency threatening to exercise such power and the remainder is usuable 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 any of such events the City shall be deemed to be in default hereunder. If the City should, after notice,fail to remedy any 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 eject 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 sums and other charges, the City shall pay the Corporation any deficiency. The foregoing remedies of the Corporation are in addition to and not exclusive of any other remedy of the Corporation. Any such re-entry shall be allowed by the City without let or hindrance, and the Corporation shall not be liable in damages for any such re-entry or be guilty of trespass. 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 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 6 Huntington Beach Fac. —F-1022 Proof of November 16, 1970 • J.B.Co. • Phone 746-1611 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 fording 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 A. 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 execute 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. Any 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. 2 copies of all security instruments shall be filed with the City two (2) weeks prior to the effective date thereof, and the Corporation shall give the City prior written notice of any changes or amend- ments thereto. 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, 7 Huntington Beach Fac. —F-1022 Prod of Nooember 16, 1970 • JJLCo, • phone 746-1611 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. 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, 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. 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 FACILITIES CORPORATION By President By Secretary (Seal) $ Huntington Beach Fac.—F-1022 Proof of November 16, 1970 . JJLCo. • Phone 746-1611 CITY OF HUNTINGTON BEACH Attest: By Mayor City Clerk (Seal) Approved as to Form: City Attorney of the City of Huntington Beach 9 ProO of November 16, 1970 • JXXOC • Phone 746-1611 4 STATE OF CALIFORNIA ss. COUNTY OF ORANGE On this ........ day of ............................. 1971, before me, the undersigned, a Notary Public in and for said State, personally appeared ................................................................. known to me to be the Mayor, and ........................................I 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. WITNESS my hand and official seal. (SEAL) Notary Public in and for the State of California STATE OF CALIFORNIA ss. COUNTY OF ORANGE Ou this ........ day of ............................. 1971, before me, the undersigned, a Notary Public in and for said State, personally appeared ................................................................. known to me to be the President, and ..................................................................... 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. WITNESS my hand and official seal. (SEAL) Notary Public in and for the State of California 10 Hon&Won Beach Fae.--F-1022 ' Prod of November 1 1970 • 1.B.Co. • Plsone 746-1611 EXHIBIT A Legal Description of Real property Subject to Lease and Sublease 11 Huntington Beach Fac.—F-1022 b - � Z 9 2 . \\\ HUNTINGTON BEACH PUBLIC FACILITIES ` \ CORPORATION \\ \\ and \ \ \ CITY OF HUNTINGTON BEACH 2 &, t ;wrasr aub raor �d \d � Dated 2 G September 1, 1972 } � % . : � /~ ^ Recorded in the Office J to County Recorder of Orange County on \ « 1972 as Document No ... in Book Page ---., o Omd6 ke2A J Orange County \ 7` 2 ��-� t 1 HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION LEASE AND SUBLEASE THIS LEASE AND SUBLEASE, dated as of September 1, 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 library building and related facilities to such building, 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 Seance 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 $700,,0d0 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 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 r , 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 an agreement with Richard and Dion Neutra, Architects and Associates (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—Maximum 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 $399,000 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 2 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 year 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. 3 Section 6. Insorance 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. Tiitle 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, 4 , Y or, (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 domain or sold to any governmental agency threatening to exercise such power and the remainder 5 ` 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 any of such events the City shall be deemed to be in default hereunder. If the City should, after notice, fail to remedy any 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 eject 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 sums and other charges, the City shall pay the Corporation any deficiency. The foregoing remedies of the Corporation are in addition to and not exclusive of any 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 City 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 6 r 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 fol!owing: (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). Tlie . 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 execute 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. Any 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 the Corporation shall give the City prior written notice of any changes or amend- ments thereto. 7 +' 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, excepi 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. 8 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 FACILI CORPORATION B Presiders - By VU ecretary (Seal) CITY OF HUNTINGTON BEACH Attest: By mayor Ci Jerk 4 (Seal) Appro Form• City Attorney of the City of Huntington Beac 9 STATE OF CALIFORNIA ss. COUNTY OF ORANGE On this/7�y o ----. 1972, before me, the undersigned, a Notary Pu ' in and or said State, personally appeared .�known to me to be the Mayor, and _ known to me to be the City Clerk, of the City of Huntington Beach, California, one of the co rations 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. WrmEss my hand and official seal. (SEAL) a, OFFICIAL SEAL a ERNESTINA DIFABIO Notary Public in and for the Ip NOTARY PUBLIC-CALIFORNIA State of California { • ORANGE COUNTY My Commission Expires June25,1973 P. 0. Box 190, Huntington Beach,Calif.92648 STATE OF CALIFORNIA ss. COUNTY OF ORANGE On this _/_d.!�day of444t4f, 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) raaaa.,. ../■rrrrrrrr!/rrra/raarr/rrrra/� � OFFICIAL SEAL Notary Public in and for the FLOYD G. BELSITO State of California NOTARY PUBLIC •— CALIFORNIA PRINCIPAL OFFICE IN / ORANGE COUNTY ! M1y CQ�itsim Expins me 1 10, 1974 ! T�■�P�"�Ri//■/■r■lararar! 10 EXHIBIT A i i That portion of the South-half (S/a) of the Southwest one quarter (SW IA of Section 26, Township 5 South,Range 11 West,and that portion of the Northwest quarter of the Northwest quarter of Section 35, Township 5 South, Range 11 West, partly in the Rancho Las Bolsas and partly in the Rancho La Bolsa Chica, County of Orange, State of California, as shown on a map recorded in Book 51, Page 13 of Miscellaneous Maps, in the office of the County Recorder of said County 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 asterly, measured at right angles, from the west line of said Southwest one-quarter (SW�/a); then North 0° 50' 12" West 30.00 feet along said line to the TRUE POINT OF BEGINNING; Thence continuing along said line North 01 50' 12" West 1290.57 feet to a point on the North line of the South one-half (SV2) of said Southwest one-quarter (SW1/a); thence North 890 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 (Sl/z); thence South 00 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 401 40' 27" an arc 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 490 30' 00" an arc distance of 138.23 feet to a point on a tangent line; thence South 00 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 891 20' 22" West 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 890 20' 22" West 587.71 feet along said line to the TRUE POINT OF BEGINNING. ' 11 - 71 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 Aall, Suntington 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. CTI of I 1 Section 2. Qualification of Members; Termin- ation 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. 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. a 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. 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 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 five (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- ing 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. 1 Elec- tion 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 principal among as many candidates as he shall think fit. The candidates receiving the highest number of 6. J ' votes up 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. If 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 is to become effective. Section 5. Meetings. A. Regular Meetings . The Cor- poration shall provide for its regular meetings; pro- vided 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 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 o.f th-e Ralph M. Brown Act (commencing with Section 54950 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 Incorporation. 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, 8. one or more assistant secretaries, one or more assistant treasurers, and such other officer as may be appointed by the Board of Directors. One 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 r hold his office until he shall resign, be removed, or otherwise disqualified to serve, or his successor shall I 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 9. 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 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 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 same manner as notices are given to the Directors of this Corporation. Notices shall be directed to the City Manager, P. O. Box 1901 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 bf 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. 8xecution 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. 1 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 tunes 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 VII. 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 Articles of Incorporation. 13. r Section 2. Power of MIG'e ctors. Subject to" the right of the members as ovided in this Article to adopt, amend or repeal ylYws, any Bylaw other than a Bylaw or amendment they o changing the authorized number of directors y be ado d, amended or repealed by the Board of D rectors. 14 . R - Af1SNUMEMT:. TO TJ.K VYLAWS OF THE : HUN►I NGT•ON BEACH PUBLIC FACILITIES CORPORATION :'he following Amendments to the Bylaws of the Huntington Beach 10E11,iie Facilities Corporation were duly motioned, seconded, and ut;ariimously approved by a quorum of the Board of Directors at the Regular Meeting of October 29, 1975• Article III - Section 29 Page 5 - Number and Qualification of Directors. Add to the last line - " at.-the time of appointment" . Thor-fore, in its entirety, Section 2 of Article III shall be r)r•rendel to read as follows: : Number and Qualification of Directors. The authorized number cif' 'uirector§ shall be five W , until changed by amendment of these t4:7_La.%.;s duly 'adopted by the members amending this Section. All Director,,-- ^hall be residents of the City of Huntington Beach at the • •. i rnn of their appointment. • i ,,tl^.le V - Section 1, Page 11 - Approval of Directors. �'�!•. t,ire Section 1 shall be deleted and replaced as follows: %!ppro-ral of Directors. Directorrs, elected or appointed in r i.�n�•� with the Bylaws of the Corporation, and in accordance _ + ► 1,N t,rr,vi:,ions of the Ar`�icles of Incorporation that the Di.re of the Huntington Beach Public Facilities Corporation :,tali ;.t,•.: only members of the Corporation, shall be deemed approved it y i.ty Couricil of the City of Huntington Beach, California, u s - pr•c: .sly disapproved by Resolution transmitted or delivered Directors of the Huntington Beach Public Facilities Corporation, w tth Li, t ,limy (30) days after Notice of such election or appointment t.o t h- Cit_r Council. Any elected or appointed Director shall serve 1:, r[ ;-;.ly Iecte:d or appointed Director and member of the Corporation until_ rect,,ipt. of a Resolution of Disapproval has been received and 11pori b r the Hoard of Directors of the Huntington Beach Public Fa(, i 1 i.t,ies Gorporar..ion. All actions of any elected or appointed I�irF�rr.ar �t ., 1.1_ b•: ral.irt unt:i.]_ such time as the: F,)ar•d may effect r�:+,,c•v:r1 t,y :t maj, rity vote of those members of. the Board, excluding uje of ]. • `K PUBLIC,c Huntington Beach Public Facilities Corporation INCORP0V9M010 ATED27.19 y Huntington Beach. California 92648 z ^' Post Office Box 190 .. •' .� +.ove�wuw :s.�:�e , CALIF00% BOARD OF DIRECTORS R.Dudley Boyce Raymond Bunker Brander D.Cantle Larry L.Curran Robert N.Polly WAIVER OF NOTICE OF MEETING OF THI: 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 ratification be part of the minutes of the April 2$, 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. birector Date Director Date Director Date Director Date A . `,. ��PLH PtlBtIC�4C o� Huntington Beach Public Facilities Corporation 1wcow.owwTe0 Post Office Box 191) Huntington Beach.California 92648 - Zy awn .. RESOLUTION NO. CAC IF ORNtiP BOARD OF DIRECTORS A RESOLUTION OF THE BOARD OF DIRECTORS m Dudley Boyce ESTABLISHING THE -LOCATION OF THE PRINCIPAL Raymond Bunker OFFICE AND PROVIDING FOR THE DATES, HOUR, Brander D:Castle- AND PLACE OF REGULAR MEETINGS Larry L Curran- Robert N.PoNy 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, establish the Principal Office of The Corporation to be fixed and located at The Corporation Yard of The City of Huntington Beach, at 17371 Gothard Street, P.O. Box 190, Huntington Beach, California, 92648; RESOLVED, that. The Board; 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 hou of 3':00 P.M..;' and-to:- be within The Administration r Building of The Corporation Yard- of The City of Huntington Beach, California. Dated:. Presidents. H.B.P.F.C. 9-ecretary;� H:B.P:F.C. ATTEST':. Donald W.- Kiser" Assistant. Secretary, H B.*' F,.Gi1 AMENDMENTS 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 2$2 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 21 Page 51 entitled Number and Qualification of Directors ; and amended on October 29, 1975, shall be amended to re a as follows: , . Number and qualification of Directors. The authorized number of Directors shall e seven , until c anged by amendment of these Bylaws duly adopted by the members amending this Section. All Directors shall be residents of The City of Huntington Beach V at the time of their appointment. Dated: April 28,. 1976 ' ��pLH PURliC�4 Huntington Beach Public Facilities Corporation a »cop.ow�Ttp ,� 17371 Gothard Street ell HuntingtonBeach, California 92647 0 CA!lF OaK�P A IENDMENT 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 �y a quorum of The Board of Directors at -the regular meeting of May 30 , 1979. ARTICLE III , Section 2, Page 5, entitled Number and Qualification 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 of Directors shall be five (5) , until changed by amendment of t these Bylaws duly adopted by the members amending this Section. All Directors shall be residentr, of The City of Huntington Beach " if- the time of their appointment. Dated: May 30 , 1979 SUMMARY OF INFORMATION REGARDINC H.B.P.F.C. DIRECTORS DATE OF DATE OF' DATE OF DATE'OF DIRECTOR APPOINTMENT RESIGNATION ACCEPTANCE APPLICATION/RESUME RESIGNATION LETTER NOTES Donald R. Hodgman 11-27-70 01-25-71 Incorporating Oirecter 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 09-28-71 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 05-29-85 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 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 K Anton Teixeira 03-30-77 03-22-77 X D. L. Nowlin 01-25-78 11-09-77 y y � LTJ 13 F M'v o t y _ '.5.b 4 his•�d�}._ �' '� l LC`.Y .,t•a'y�,,y���r- f! t. s 4 , , ai S �trn � * Ia���{�,��lY �l,�� �.I'�(I'�} �:`irl�E ��1`\{Irii1(,\¢�.( t. il:'lit`�}'�'�'I�t�./ `�•t�l( t�l.l'� .I )'•1'I.J:�: - •. d - ,4 ,4. WIT- i�Y u`. a".`✓j��c.; t! U .;/ I;\. { IM7inpy '€;� k4.�cri,j.tr��.�i;. •' Zt v.,.`>'. - _ - -_. S 1 HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION A California Non-Profit Corporation Orange County, California BOARD OF DIRECTORS LARRY L. CURRAN, President WILLIAM D.ARMSTRONG ROBERT N. POLLY DR. RICIIARD DUDLEY BOYCE DARRELL E.WARD THE DATE OF THIS OFFICIAL STATEMENT IS DECEMBER 15, 1971 r' CITY OF HUNTINGTON BEACH Orange County, California Incorporated February 17, 1909 CITY COUNCIL GEORGE C. MCCRACKEN, Mayor TED W.BARTLETT JACK GREEN ALVIN M. COEN JERRY A.MATNEY NORMA BRANDEL GIBBS DR. DONALD D. SHIPLEY CITY OFFICIALS BRANDER D. CASTLE Acting City Administrator PAUL C. JONES DON P. BONFA WARREN G. HALL City Clerk City Attorney City Treasurer FRANK B. ARGUELLO JAMES R. WHEELER Director of Finance Director of Public Works PROFESSIONAL SERVICES IN CONNECTION WITH THE CIVIC CENTER PROJECT O'MELVENY&MYERS, Los Angeles Bond Counsel KURT MEYER & ASSOCIATES and HONNOLD, REIBSAMEN&REX,Los Angeles - Architects STONE&YOUNGBERG MUNICIPAL FINANCING CONSULTANTS, INC.,San Francisco Financing Consultants BANK OF AMERICA N.T.&S.A., Los Angeles Trustee BANK OF AMERICA N.T.&S.A.,Los Angeles CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY, Chicago FIRST NATIONAL CITY BANK OF NEW YORK,New York Paying Agents The information contained in this Official Statement was prepared under the direction of the Governing Board of the Huntington Beach Public Facilities Corporation by Stone & Youngberg Municipal Financing Consultants, Inc., financing consultants to the Corporation in connection with the Civic Center project. All of the following summaries of the statutes, Trust Indenture, Lease and Sublease, City Charter, and project reports are made subject to all of the provisions of such documents. These summaries do not purport to be complete statements of such provisions and reference is made to such documents for further information. The Official Statement contains estimates and matters of opinion which are not intended as representations of fact. All estimates, statements, and assumptions in this Official Statement have been made on the best information available, and are believed to be reliable and correct, but no representation whatsoever is made that such estimates, statements, and assump- tions are correct or will be realized.This Official Statement is not to be construed as a contract with the purchasers of the bonds. CONTENTS Introduction . . . . . . . . . . . . . . . . . 1 The City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 The Corporation . . . . . . . . . . . . . . . . . . . . . : . 2 Municipal Government . . . . . . . . . . . . . . 18 Organization . . . . . . . . . . . . . . . . . . . . . . 2 Population and Area . . . . . . . . . . . . . . . . 18 Lease and Sublease . . . . . . . Indices of Growth . . . . . . . . . . . . . . . . . . 19 The Trustee . . . . . . . . . . . . . . . . . . . . . . . 3 Industry and Employment . . . . . . . . . . . . 19 Housing and Construction . . . . . . . . . . . . 23 The Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Commercial Activity . . . . . . . . . . . . . . . . 28 Authority for Issuance . . . . . . . . . . . . . . . 4 Personal Income . . . . . . . . . . . . . . . . . . . 28 Sale of Bonds . . . . . . . . . . . . . . . . . . . . . . 4 Transportation . . . . . . . . . . . . . . . . . . . . . 29 Description of the Bonds . . . . . . . . . . . . . 4 Agriculture . . . . . . . . . . . . . . . . . . . . . . . 30 Redemption Provisions . . . . . . . . . . . . . . 5 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Notice of Redemption . . . . . . . . . . . . . . . 5 Community Facilities . . . . . . . . . . . . . . . . 30 Registration . . . . . . . . . . . . . . . . . . . . . . . 5 Education . . . . . . . . . . . . . . . . . . . . . . . . . 31 Legal Opinion . . . . . . . . . . . . . . . . . . . . . 5 Recreation . . . . . . . . . . . . . . . . . . . . . . . . 33 Tax Exempt Status . . . . . . . . . . . . . . . . . . 5 Military . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Eligibility for National Banks . . . . . . . . . 5 Sale of Bonds in States other than California . . . . . . . . . . . . . . . . . . . . . . . 5 Purpose of Issue . . . . . . . . . . . . . . . . . . . . 6 TABLES Security . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Creation of Special Funds 6 Table 1. Huntington Beach Public Facilities p ' ' ' ' ' ' ' . ' ' ' ' Corporation Leasehold Mortgage Disposition of Bond Proceeds . . . . . . . . . 7 Bonds, First Issue, Estimated An- Deposit and Application of Revenues . . . 7 nual Bond Service . . . . . . . . . . . . . . 9 Additional Bonds . . . . . . . . . . . . . . . . . . . 8 Refunding Bonds . . . . . . . Table 2. Huntington Beach Civic Center, g • • • • • • • • • . • • 8 Estimated Project Costs . . . . . . . . . 12 Additional Covenants . . . . . . . . . . . . . . . . 8 Revenue Bond Service Requirements . . . 8 Table 3. Statement of Direct and Overlapping Bonded Debt . . . . . . . . . . . . . . . . . 16 The Project . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Contractor's Obligations . . . . . . . . . . . . . . 11 Table 4. Summary of Receipts and Expendi- tures . . . . . . . . . . . . . . . . . . . . . . . . 17 Estimated Project Costs . . . . . . . . . . . . . . 12 Table 5. Orange County, Largest Industrial Financial Data . . . . . . . . . . . . . . . . . . . . . . . . 13 Employers (500 or more) . . . . . . . 20 Assessed Valuation . . . . . . . . . . . . . . . . . 13 Tax Rates, Levies, and Delinquencies . . . 13 Table 6. Largest Industrial Employers in Direct and Overlapping Bonded Debt . . . 15 Huntington Beach and Adjacent pp g Communities (100 or More Em- Receipts, Expenditures and Cash Funds . . 15 ployees) . . . . . • • . • . . • . • • . • • • • • 22 1 F E 't rwalY `7' rnVNRO�M -_ r'�1 fN '/ r n. a ii.Y iR' " rn KRNA I 0 � M°u r4 � h i � ��� Nt�.., t • AIlAI' t6 T tVL µr�Rr � f r i l xaf f I;! 9�1'^^• 1 l ro+eno • iw Nrar n �e.�na rl[q-MY � -ptq '.'r' L i; ..5��•y _`.,.. � 41«�A, n `a: SANTA MONIGA �y t � .yxaAnavt VENICE PI AYA l Mr j9 �� H ✓ 1MIT WR x OFAVGr LANAt4A-� k` • 'NDMto. ' EL 9EGUpNDO :�}w •ry..� . h prAe A iNiTtiN' E p yy revw,u _� - y6Yw trE• w�•n �_r i Lf .V a/.' 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INTRODUCTION The Huntington Beach Public Facilities Corpora- such fund to be maintained over the life of the bonds tion was incorporated under the laws of the State and to be replenished from the revenue fund if drawn of California as a non-profit corporation for the upon. purpose of financing the construction of a new Civic 2. Various types of insurance, including earth- Center complex and other public buildings for the quake, extended coverage, public liability and busi- City of Huntington Beach, Orange County, Califor- ness interruption (in an amount equal to two years' nia. The Civic Center project is to be constructed rental) are to be provided. at a new location, and will replace the existing obso- 3. A policy of title insurance, insuring the valid- lescent city offices. Bonds are being issued by the ity of the lease between the Corporation and the Corporation at this time to provide the necessary city will also be provided. funds for all of the costs related to the Civic Center The exact amount of the annual lease payments complex (the Facilities). will be determined after the award of the bonds to The Facilities will be subleased to the City of the successful bidder. At that time, the final Lease Huntington Beach by the Corporation, and the rev- and Sublease will be executed by the city and the enues derived from the lease payments will provide Corporation, the construction contract will be the funds for the principal and interest payments awarded, and construction will begin as soon as pos- on the Corporation's bonds. The bonds will be se- sible. It is anticipated that the building will be com- cured by the sublease with the city (and in the lease- pleted by October 31, 1973. hold estate created thereby), under which the city Huntington Beach is the fastest growing city in agrees to sublease the Facilities for a period of time Orange County in terms of population increases, and (through January 15, 2002), which is beyond the is the third largest city in the county when measured final maturity date of the bonds. The sublease will by either population or area. As of November 1971, provide for annual lease payments by the city which the city's population is estimated at 132,000 persons; will be sufficient to provide funds for the annual an increase of 1,048 percent since the 1960 census. principal and interest payments of the bonds (base Continued growth of the city is evident from both rent). In addition, the sublease will provide that the building permit valuations and annual increases in city shall also pay, as a part of the sublease payments, assessed valuations. In the period from 1960 through all costs of the operation of the Corporation, includ- 1970, the city issued building permits with a total ing whatever taxes or assessments may be levied value of almost $670 million, of which approxi- upon it (additional rent). The obligation to meet mately 65 percent represented new dwelling unit the rental payments is an annual charge against the valuations. During the same time, the assessed valu- general fund of the city, for which the city agrees ation of Huntington Beach increased from $75,- to make annual appropriations in its budget. 903,380 (1960/61) to $370,230,779 (1971/72), or nearly 388 percent. To insure prompt payment of the bonds, the fol-lowing additional measures have been taken: The economy of the city, once largely dependent on petroleum production and recreation, has broad- 1. A bond reserve fund equal to one year's base ened considerably in recent years, and now includes rent (equivalent to the maximum annual bond serv- a sizable commercial and industrial base that provide ice) will be established initially from bond proceeds, a strong measure of stability to the community. 1 THE CORPORATION Organization Director—Darrell E. Ward, President of Smith's The Huntington Beach Public Facilities Corpora- Mortuary, Huntington Beach and Vice President of tion was incorporated under the laws of the State of Pacific View Memorial.Park, Newport Beach. California as a non-profit corporation and its Ar- The Articles of Incorporation provide, among ticles of Incorporation were filed on November 25, other things, that the Corporation shall have the fol- 1970. The Corporation was formed for the primary lowing powers: purpose of financing a new Civic Center complex 1. To incur indebtedness and in connection there- and Central Library in the Citv of Huntington Beach. with to issue bonds, debentures, notes or other evi- The bonds now being offered will provide financing dences of indebtedness; for the Civic Center, and a second issue will be 2. To lease any real property owned by the City separately authorized at a later date to finance the of Huntington Beach to construct or provide for the proposed library, as more fully described under the construction of municipal buildings and facilities heading "Authority for Issuance" on page 4 of this thereon, and to sublease such real property as im- official statement. The Corporation will lease the proved to the City of Huntington Beach; Civic Center site from the city, provide financing for 3. To assign, transfer, mortgage, convey in trust, and construction of the proposed improvements and, pledge and hypothecate the leasehold estate created upon completion. sublease the Civic Center to the by any such sublease and the rentals payable to this city. Corporation under any such sublease as security for The Corporation functions as an independent or- any such bonds, debentures, notes or other evidences ganization and its policies are determined by a five- of indebtedness; member Board of Directors. A brief description of 4. To construct buildings and facilities or to con- each member is as follows: tract with others for the construction of all or por- President—Larry L. Curran, Member of the State tions thereof; and Bar of California. Attomey-at-Law with offices in 5. To exercise any and all rights and powers the City of Santa Ana, and member of several civic which a corporation organized under the General groups in Huntington Beach. Non-Profit Corporation Law of the State of Califor- Vice-President—William 'D. Armstrong, retired nia may now or hereafter exercise. Lt. Colonel, United States Marine Corps, and pres- ently an educator with the Orange County juvenile system. Lease and Sublease Director—Dr. Richard Dudley Boyce, President The Huntington Beach Public Facilities Corpo- of Golden West College, Coast Community College ration Lease and Sublease has been approved as to District, a public educational institution in Hunting- form by both the Corporation and the city and will ton Beach. be executed on behalf of each after bond bids have Director—Robert N. Polly, Deputy Controller of been received but before the bonds have been deliv- McDonnell Douglas Astronautics Co., the city's larg- ered, est employer. The ground lease section of the document provides 2 i that the site for the proposed Civic Center is owned with the written consent of the Corporation. by the city, will be leased to the Corporation fora The sublease contains provisions for the main- period of time commencing on the date of execution tenance of insurance. The Corporation has the op- and ending one week after the end of the term of tion of rebuilding or terminating the sublease in case the sublease of the improved site to the city. of destruction or condemnation. The Corporation will award the contract for con- struction of the improvements and additions on the Should the city default and fail to remedy any basis of construction bids received November 23, default, the Corporation has the right to terminate 1971,_and will proceed with the construction when the sublease and re-enter the premises or, without the required financing has been guaranteed. terminating the sublease, re-enter and relet the prem- The term of the sublease will commence upon iscs as the agent of and for the account of the city. completion of construction and the occupancy of It is also provided that upoq payment. or provi- the facility by the city. Based upon construction bids sion for payment, of the First Issue Bonds, all assets received November 23, 1971, completion is ex- of the Corporation related to the Civic Center Facili- pected to occur by October 31, 1973. Under the ties will be distributed to the city. terms of the sublease the city is obligated to pay a pro rated rent for the use of the facility during the A copy of the Lease and Sublease is included with remainder of the fiscal year. the Basic Legal Documents accompanying this official The terms of the sublease further require the city statement. pay to the Trustee on or before July 31 of each year a base rental payment sufficient to pay the annual The Trustee bond principal and interest due on January 15 and The Bank of America N.T. & S.A. has been ap- July 15 of the subsequent calendar year. pointed Trustee pursuant to an Indenture of Mort- The city is required to pay additional rent above gage and Deed of Trust. The Trustee will receive all the annual rental payments for additional expenses of the bond proceeds and will disburse bond moneys including: (1) all taxes and assessments, if any, (2) in conformity with the Indenture. In addition to hold- insurance premiums, and (3) all administrative costs ing and administering the various funds of the Cor- of the Corporation. poration, the Trustee will invest the funds held in The city is obligated to occupy the Civic Center trust and will be the recipient of all revenues of the and is entirely responsible for payment of all costs Corporation. The Trustee will also act as paying of maintaining and operating the Facilities. During agent of the Corporation, paying bond principal and the term of the sublease, the city has the right to interest. The Trustee will act as bond registrar and make additions or improvements to the Facilities will authenticate all registered bonds. 3 THE BONDS Authority for Issuance hold Mortgage Bonds is presently estimated at ap- The $11,100,000 Huntington Beach Public Fa- proximately $4,500,000. Under the current time schedule for the library project, construction bids cilities Corporation Leasehold Mortgage Bonds,First are to be received during April of 1972, and the Issue (the Bonds), are to be issued in accordance actual principal amount of Second Issue bonds will with the terms of an Indenture of Mortgage and Deed be established at that time. of Trust (the Indenture) from the Corporation to the Bank of America N.T. & S.A., as Trustee. A copy of the Indenture is included with the Basic The bonds are to be secured by a sublease between Legal Documents which accompany this official state- the City of Huntington Beach and the Corporation ment. (and in the leasehold estate created thereby), in which the city agrees to occupy and maintain the Sale of Bonds Facilities, while making annual rental payments to Sealed bids for the bonds will be received by the the Corporation in amounts sufficient to pay bond City Clerk of the City of Huntington Beach on be- principal and interest and other necessary costs of half of the Board of Directors of the Corporation at operation of the Corporation. The exact amount of 11:00 A.M., Wednesday, January 12, 1972, at the the base rental payments will be established subse- Office of the City Clerk, City Administrative Offices, quent to the determination of the interest rate the 520 Pecan Street, Huntington Beach, California, and bonds will bear. the bonds will be awarded to the best bidder at a The Huntington Beach Public Facilities Corpora- meeting of the Board of Directors later the same day tion Leasehold Mortgage Bonds, First Issue, de- (after/or concurrent with approval by the City Coun- scribed in this official statement, are being issued to cil). Details of the terms of sale are included in the finance all authorized costs connected with-the con- Official Notice Inviting Bids adopted by the Board of struction of the proposed Civic Center. No additional Directors on December 15, 1971, a copy of which bonds of the Corporation may be issued which are (together with Bid Form) accompanies this official secured by and payable from the same revenues as statement. the First Issue bonds. However, it is anticipated that Upon determination of the best bid, the city, the a Second Issue of the Corporation's Leasehold Mort- Corporation and the Trustee will execute the Lease gage Bonds will be offered for sale in'June of 1972 and Sublease and the Indenture. to finance the construction of a new Huntington Beach Central Library which will be leased to the city under the terms of a separate sublease. Such Description of the Bonds bonds will be authorized and issued in accordance The $11,100,000 principal amount of Huntington with the provisions of an Indenture of Mortgage and Beach Public Facilities Corporation Leasehold Mort- Deed of Trust separate and distinct from the Inden- gage Bonds, First Issue, will be dated January 15, ture under which the First Issue bonds are author- 1972, and will be initially issued as coupon bonds in ized, and secured by an unrelated sublease. The pro- the denomination of $5.000 each, -numbered in a posed library will not be located on the Civic Center manner to be determined be the Trustee, exchange- site described elsewhere in this official statement. able for fully registered bonds without coupons in On the basis of preliminary estimates of construe- denominations of $5.000. or any multiple thereof. tion and all'incidental costs of the proposed Central Bonds mature serially on January 15 in the following Library, the principal amount of Second Issue Lease- years and in the amounts indicated. 4 Notice of Redemption SCHEDULE OF MATURITIES Notice of redemption is to be published in a daily newspaper of general circulation or daily financial Principal Principal journal, published in The City of New York, New Year Amount Year Amount York, not less than 30 days prior to the redemption 1975 . .. . . . $200,000 1987 . .. . . . $430,000 date. The Trustee is required to give written notice 1976 . .. . . . 210,000 1988 . . . .. . 460,000 to the owners of any registered bonds. 1977 . . . .. . 230,000 1989 . .. . . . 490,000 1978 . . . . . . 240,000 1990 . .. . . . 530,000 1979 . .. . . . 260,000 1991 . . . . . . 560,000 Registration 1980 . .. . . . 270,000 1992 . .. . . . 600,000 The bonds are to be issued initially as coupon 1981 . . . .. . 290,000 1993 . .. . . . 640,000 bonds registrable as to principal only, exchangeable 1982 . .. . . . 310,000 1994 . .. . . . . 680,000 for fully registered bonds, as set forth in the Inden- 1983 . . . . . . 330,000 1995 . . . .. . 730,000 1984 .. . .. . 360,000 1996 . .. . . . 780,000 ture. 1985 . . . .. . 380,000 1997 . . . .. . 830,000 1986 . . . .. .` 400,000 1998 . . . .. . 890,000 Legal Opinion All proceedings in connection with the issuance Interest is payable semiannually on January 15 of these bonds are subject to the approval of O'Mel- and July 15 of each year. Both principal and interest veny&Myers, Los Angeles, California, bond counsel on coupon bonds are payable at the Corporate for the Huntington Beach Public Facilities Corpora- Agency-Division of the Bank of America N.T.&S.A., tion. The unqualified opinion of O'Melveny & Myers Los Angeles, California, or at paying agents for the attesting to the validity of the bonds will be supplied Corporation in Chicago, Illinois or New York, New free of charge to the original purchasers of the bonds. York. Principal and interest on fully registered bonds are payable only at the offices of the Trustee in Los Angeles, California. Tax Exempt Status The Corporation has obtained a tax ruling from the Internal Revenue Service that provides the in- Redemption Provisions terest on the bonds is exempt from income taxes of the United States of America under present Federal In the event of loss of, or substantial damage to, income tax laws. Such interest is not exempt from or condemnation of the Facilities which render them personal income taxes of the State of California unusable, all or any part of the bonds may be re- under present state income tax laws. deemed at any time by the payment of the principal, accrued interest and a premium as set forth below. Bonds maturing on or prior to January 15, 1982 Eligibility for National Banks are not subject to call and redemption prior to their A request has been made to the Comptroller of fixed maturity date except as provided above. Bonds the Currency for a ruling that the bonds of the Cor- maturing on or after January 15, 1983, a principal poration are eligible for purchase, dealing in, under- amount of $9,090,000, are subject to call and re- writing and unlimited holding by national banks. The demption at the option of the Corporation as a whole ruling is expected prior to the date of sale of the or in part on January 15, 1982, or on any interest bonds. payment date thereafter, upon payment of the re- demption price equal to the principal amount thereof Sale of Bonds in States plus a premium equal to one-fourth of one percent of the principal amount redeemed, plus one-fourth Other than California of one percent for each year or fraction of a year Except in California, the Corporation will assume from the redemption date to the maturity date of no responsibility for any permits and/or filing fees the bonds, but in no event shall the premium exceed which may be required to qualify the Bonds for offer four and one-half percent. or sale in other states. 5 A copy of the Blue Sky Survey accompanies this from other sources, thus freeing an equivalent official statement. amount of general fund income. In addition, Hunt- ington Beach recently imposed a petroleum sever- ance tax of 2.5 cents per barrel against oil producers Purpose of Issue in the city, which is expected to produce an unen- Proceeds received from the sale of the Hunting- cumbered income of $350,000 per year. ton Beach Public Facilities Corporation Leasehold Although the duty to meet annual rental payments Mortgage Bonds, First Issue will be used for the is a general fund obligation of the city, it is the construction and financing of a complete Civic Cen- city s intention to meet such payments from the ter complex to serve the City of Huntington Beach, proceeds of a utility users' tax imposed at the rate as described in this official statement in the section of five percent on all billings for electricity, gas, tele- entitled "The Project"• phone, water and cable television service. The utility tax was adopted by the City Council in January of 1971 and the first revenues were received at the Security end of March of 1971. Revenues received by the Both principal and interest on the bonds are pay- city from this tax during the last quarter of the able from the revenues of the Corporation, to be 1970/71 fiscal year amounted to $324,220, and comprised principally of the annual lease payments the city's Director of Finance has estimated such by the City of Huntington Beach. Under the terms income at more than $100,000 per month in of the Lease and Sublease, the city agrees to pay 1971/72, increasing at the rate of 8.25 percent per the Corporation a fixed annual rental which will be annum. The legality of a charter city's ability to levy sufficient to repay the bonds and the interest thereon. a utility tax has been upheld by a unanimous decision In addition to the base rental, the city agrees to pay of the Supreme Court of the State of California, and additional rental to meet other necessary expenses assures the continuance of this source of revenues in of the Corporation. The city has covenanted to in- Huntington Beach. On the basis of actual receipts and clude the rental payments required each year in projected growth, the city's Director of Finance esti- its annual budget,and to appropriate the necessary mates that the utility tax will produce the following funds therefor. revenues over the current and next five fiscal years: Under provisions of the City Charter, Hunting- ton Beach may levy a maximum tax rate for general municipal purposes of $1.00 r $100 assessed Utility P P r'P per Fiscal Tax valuation. The present (1971/72) tax rate for such Year Revenues purpose is $.9507 per $100 assessed valuation, or 1971/72 . .. . $1,300,000 $.0493 less than the maximum permitted. At the 1972/73 . .... .. . . . .. . . .. . . . .. . .. . . 1,416,000 city's 1971/72 assessed valuation of $370,230,779, 1973/74 . .. ... . . . .. .. .. . 1,529,000 the unused general fund taxing power would pro- 1974/75 . . . . . . . . . . ... . . . .. . . .. . . . . 1,652,000 duce approximately $182,500. In the absence of 1975/76 . . . .. .. . ... . . . . . . . .. ... . .. 1,784,000 other revenues, annual rental payments could be 1976/77 . .. . . . . .. . ... . . . . . . ... .. .. 1,926,000 met solely from the city's general fund taxing power only by reducing or reallocating other expendi- tures financed from this source of funds. However, the present general fund tax rate presently includes levies that may legally be met from separate tax rates or service charges. These include: refuse col- Creation of Special.Funds lection services which are currently subsidized by the The Indenture provides for the establishment of general fund at the rate of about $635,000 per year; special trust funds, all to be held and administered local sewerage service which is similarly subsidized by the Trustee. These funds, together with their by almost $100,000 annually; and non-critical ex- sources and uses are listed on the following page. penditures, for beach use and promotion exceeding Moneys held in the various funds may be invested $300,000 annually. The city possesses the legal by the Trustee under the provisions of Sections 401 power to recover any or all of these expenditures and 603 of the Indenture. 6 Fund or Account Source Use Reserve Fund (Section 506) . ... . . . . . . Bond Proceeds and Bond principal and interest Rental Revenue Fund Construction Fund (Section 401) . ... . . Bond Proceeds Cost of project Interest During Construction Fund (Section 401) . . . . . . . . . . ... . . . .. . . Bond Proceeds First twenty-six months' interest on bonds Rental Revenue Fund (Section 502) . . . City Rent Payments Required transfers to various funds, and/or other specified purposes Debt Service Fund (Section 503) . .. . . . Transfers from Revenue Fund Bond principal and interest Administrative Expenses Fund (Section 505) . . . . . . . ... . .. . . . ... . Transfers from Revenue Fund Corporation operating expenses Bond Redemption Fund (Section 504) . Transfers from Revenue Fund Call and redemption of bonds, changes, alterations or additions to the project,or reimbursement of any base rent or additional rent previously paid by the city Disposition of Bond Proceeds the Debt Service Fund an amount sufficient, -to- The Indenture provides that the proceeds from gether with any balance then on hand, to pay the the sale of the bonds shall be deposited with the interest becoming due on the bonds on the next two Trustee. The Trustee will then make the following succeeding interest payment dates, and the principal allocations: becoming due on the next succeeding principal pay- ment date. 1. To the Reserve Fund an amount equal to one 2. Reserve Fund—After requirements of the year's base rent (equivalent to the maximum annual Debt Service Fund have been fulfilled, the Trustee debt service). shall set aside in the Reserve Fund such amount as 2. To the Interest During Construction Fund, may be necessary to restore the Reserve Fund to an amount equal to the first twenty-six months' the required balance (one year's base rent). Moneys interest on the bonds. in the Reserve Fund shall be used solely for the pur- 3. To the Construction Fund all remaining pro- pose of paying the principal and interest on the ceeds of the bond issue, including accrued interest bonds in the event that the moneys in the Debt Serv- and premium, if any. ice Fund are insufficient for this purpose, and when- ever withdrawn, must be replenished. Moneys in the fund may be used to retire the last outstanding Deposit and Application of Revenues bonds of the issue. All revenues of the Corporation, as defined in the 3. Administrative Expense Fund—The Trustee Indenture, are pledged to the punctual payment of will next set aside in the Administrative Expense the bonds and the interest thereon. All revenues Fund such amounts as the Corporation shall certify will be immediately deposited with the Trustee, who to the Trustee are necessary for the payment of shall credit the moneys to the Revenue Fund. All budgeted administrative expenses of the Corporation. moneys in the Revenue Fund are to be set aside and 4. Bond Redemption Fund—Any amounts re- deposited in the following order of priority and are maining in the Rental Revenue Fund after making to be withdrawn from the special funds only for the the required deposits in the funds listed above, purposes set forth. shall be deposited in the Bond Redemption Fund 1. Debt Service Fund — On receipt of any and used (1) for redemption of bonds in accordance rental revenue or other moneys transferred to the with terms of the Indenture, (2) for changes, altera- Rental Revenue Fund, the Trustee will deposit in tions or additions to the project, or (3) for reim- 7 bursement of base rent or additional rent previously less than 80 percent of the then full insurable value paid by the city. If there are funds on hand in the thereof; (c) against loss or damage from sprinkler Bond Redemption Fund, such funds must first be system leakage; (d) against explosion of steam boil- used to make up any deficiency which may occur ers and similar pressure vessels; and (e) against in the deposits to be made to the Debt Service Fund, earthquake, if such insurance is available on the Reserve Fund, or Administrative Expense Fund. open market from reputable insurance companies, either by a policy in an amount not less than the Additional Bonds full insurable value of the properties, subject to Under the terms of the Indenture, the Corpora- a deductible amount of not more than 10 percent tion may not issue any other obligations payable of the face value of the insurance for any one loss from rental revenues or other payments to be re- which is less than the face amount of the policy, or ceived under the Lease. Other than the bonds of by a separate policy in the amount of the Corpora- this issue, no current or funded debt may be created tion's outstanding bonds, if less than the full in- other than ordinary accounts payable and expenses surable value. assumed in the normal course of business, which 5. To maintain or cause to be maintained use current.liabilities are to be paid by the City of Hun- and occupancy or rental income insurance against tington Beach. fire, lightning and such other perils ordinarily de- fined as "extended coverage" in an amount of not Refunding Bonds less than two years' rental under the Lease and Sublease. No refunding bonds may be issued by the Cor- 6. To maintain or cause to be maintained public poration for any purpose. liability and property damage insurance of not less Additional Covenants than $1,000,000 combined single limit bodily injury and property damage. The Indenture of Mortgage and Deed of Trust 7. To maintain or cause to be maintained work- contain covenants including, but not limited to the men's compensation for all persons employed in following, in which the Corporation agrees: connection with the Facilities. 1. To punctually pay principal and interest of 8. To pay, discharge, or contest any taxes. as- the bonds as they become due. sessments, or other governmental charges upon the 2. Not to mortgage, encumber, sell, lease, place Facilities or the revenues which might impair the a charge on or otherwise dispose of the Facilities security of the bonds. or the revenues therefrom and not to enter any 9. To maintain or cause to be maintained and agreement which impairs the operation of the to keep in good repair, the Facilities and all equip- Facilities or otherwise impairs the rights of the ment. bondholders with respect to the revenues or opera- tion without making adequate provision to protect Revenue Bond Service Requirements the rights of bondholders. Table 1 presents an illustration of the annual 3. To construct and complete the Civic Center bond service based on an estimated annual interest Facilities in conformity with the construction con- rate of 63/4 percent. On the basis of this schedule, tract. the annual rental will amount to $951,575, but the 4. To maintain or cause to be maintained in- actual city annual base rental payment will be estab- surance, if such insurance is available on the open lished after bond bids are received. Construction of market from reputable insurance companies: (a) the Facilities is expected to be completed by October against loss or damage to the property resulting from 31, 1973, and a pro-rata rental payment will be due fire, lightning, and other perils ordinarily defined_ as when the city is served with notice of completion. "extended coverage" in amounts, if available, not Beginning July 1, 1974, the city's annual rental Pay- less than the full insurable value of the properties ment will provide funds for the payment of bond as defined in the Indenture or the amount of the principal and interest due on January 15 and July 15 Corporation's outstanding bonds, whichever is less; of the following calendar year. The pro-rata rental (b) against war risks, as and when such insurance payment, together with the remaining balance of is obtainable from reputable insurance companies capitalized interest, will be used for the payment of of the'United States of America, in an amount not interest due on July 15, 1974. 8 Table 1 HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION $11,100,000 Leasehold Mortgage Bonds, First Issue Estimated Annual Bond Service Year Interest Principal Total Ending Bonds Estimated Maturing Bond Jan. 15 Outstanding at63/4% January 15 Service 1973 . . . . .. . . . . . .. ... . . . . . $11,100,000 $ 749,250(D $ - $ 749,250 1974 . .. . . .. . . . .. . ... . . . .. 11,100,000 749,25000 - 749,250 1975 . . . . .. . . .. . . . ... . .. .. 11,100,000 749,2500i 200,000 949,250 1976 . . . . . . . . .. . . . .. . .. . .. 10,900,000 735,750 210,000 945,750 1977 . . . . . . . .. . . .. . .. .. . .. 10,690,000 721,575 230,000 951,575 1978 . . . . . .. . .. . . . .. . .... . 10,460,000 706,050 240,000 946,050 1979 . ... . . . ... . .. . .. .... . 10,220,000 689,850 260,000 949,850 1980 .. .. . . . . .. . ... .. . . ... 9,960,000 672,300 270,000 942,300 1981 . . . . ... . . . .. . .. . . . . .. 9,690,000 654.075 290,000 944,075 1982 . . . . .. . . . . .. . . .. . . . . . 9,400,000 634,500 310,000 944,500 1983 . . ... . .. . . . ... ... . .. . 9,090,000 613,575 330,000® 943,575 1984 . ... . .. . . . . . . .. . ... .. 8,760,000 591,300 360,000@ 951,300 1985 . . .. . ... . .. . .. . . . . .. . 8,400,000 567,000 380,000® 947,000 1986 . .. . ... ... . . . .. . ... . . 8,020,000 541,350 400,000® 941,350 1987 .. ... ... . . . .. ... . .. . . 7,620,000 514,350 430,000® 944,350 1988 .. . . ... ... . .. ... ... .. 7,190,000 485,325 460,000® 945,325 1989 . .. . .. . ... . ..... ... . . 6,730,000 454,275 490,00002 944,275 1990 . .... ... . . . . .. ... .... 6,240,000 421,200 530,000® 951,200 1991 . .. . . .. . . . .. . .. . .. . .. 5,710,000 385,425 560,0000 945,425 1992 . . ... . . . . . . . .. . .. . ... 5,150,000 347,625 600,000® 947,625 1993 . . .. . ... .. . ... . .. .. .. 4,550,000 307,125 640,000® 947,125 1994 . . . . . . . .. . .. . ... . .. .. 3,910,000 263,925 680.000® 943,925 1995 . . .. . ... . . . ... ... .. . . 3,230,000 218,025 730,000® 948,025 1996 . ... ... . . . .. . ... ..... 2,500,000 168,750 780,0000 948,750 1997 . . ... . .. .. . ... ....... 1,720,000 116,100 830,0000 946,100 1998 . . . . .. . ... . .. ... ..... 890,000 60,075 890,000® 950,075 $13,117,275 $11,100,000 $24,217,275 (D First twenty-six months'interest ($1,623,375) paid from bond proceeds. zQ Subject to call and redemption on or after January 15, 1982. 9 - 1 � U � I INC, I(I iT 1 TTT- I t I I I Ti 1-1 IT], HUNTINGTON BEACH CIVIC CENTER SITE PLAN THE PROJECT The proposed Civic Center project will replace a series of structures that have been constructed or acquired at various times since 1922. Many of the existing facilities were originally designed for other uses, and all are considered to be functionally obso- lete. During the last several years, the city has conducted a series of studies investigating the de- partmental needs, site location, design criteria and financial feasibility of the project before adopting the present program. The new Civic Center will be located on a 14.28 acre site, and consists of four major elements which are integrated into a unified complex. A five-level administrative structure will connect the separate two-story police/public safety building with a single- level wing containing departments related to munici- pal development. Council Chambers, meeting rooms and related facilities are to be located in a specialized structure, but inter-connected with the other elements of the project by way of a lower level access. Speci- fications for the project provide space and flexibility for future expansion to serve the ultimate needs of the community. Architects for the Huntington Beach Civic Center are Kurt Meyer & Associates and Honnold, Reibsa- men & Rex, Los Angeles, California. An architect's rendering of the project appears on the frontispiece of this official statement, and a site plan is presented on the opposite page. Contractor's Obligations The contractor has 600 calendar days in which to complete the project. To assure completion, the contractor is required to post 100 percent faithful performance and 50 percent labor and materialmen's bonds. In addition, the contractor is required to have builder's risk insurance covering all risks, including fire and earthquake, upon all structures and 'upon all materials in or adjacent thereto. 11 If the contractor fails to complete the project on Paramount Warrior, Inc., Paramount, California. schedule, he will be subject to liquidated damages at The total net project cost for construction, contin- the rate of$2,000 per day. gencies, fees, incidentals, capitalized interest, and a reserve fund is $11,100,000, as shown in Table 2. Estimated Project Costs Bond proceeds will also be used by the Corporation Construction bids for the Civic Center project to reimburse the city for a portion of the site acquisi- were received on November 23, 1971. The low tion costs, in the form of a single site rental pay- bidder was Diversified Builders, Inc., A Division of ment. Table 2 HUNTINGTON BEACH CIVIC CENTER Estimated Project Costs Basic construction cost0 . .. . ... ... . .• . .. . .. ..• ... • .• . . • ..• •.. •. . .. . .. .. . . ... .. . .. . ... .. $ 6,484,500 Construction contingency . ... . .. ... ... .... ... ... ... . .. ... ... ... .. . .. . . .. .. .. . . . .. . .. ... 299,500 Miscellaneous construction and improvements . . ... . . .... . . . .. . .. . ... . .. ... .. . . .... ... ... .. 646,000 Architectural, engineering and similar services . . .. . .. ... .. . . . . .. .... . . . . . ... . . .. .. . .. . ... .. 637,500 Testing, inspection, supervision and permits . . . . .. . .. . .. . . .. . . . ... .. . .. . .. . ... . . . .. .. . .. ... 82,500 Legal, financing and incidentals (including insurance, printing, trustee fees and related costs) . . .. . . . 265,050 Advance site rental . .. . .. . ...... ... .... .. . ... ... . .. ... .... .. . .. . .. .. ....... . .. . .. . .. . .. 350,000 Subtotal . . .. ... . .... .. ... . . ... . .. .. ... . ... ... . .. . .. .... .. . . .. .. .. .. . . .. . . . .. . .. $ 8,765,050 Interest during construction (26 months C 6.75%) . . . . ... . . . .. . .. . .. . ... ... . .. . . .. . . . . .. . .. 1,623,375 Reserve fund (one year's base rent) . . . . ... .. . ..... . .... .. ...... .... ... ... ..... ... . ... ... . . 951,575 Subtotal .. . . ...... .. ...... .. ... ... .. . . . ......... ...... . .. . ....... ... .. . . .. ..... $11,340,000 Less: Interest earnings @ 4% . . .. ... . . . ... ..... . ... ...... . .. ... ... . ......... .. . ... ... .. 240,000 Principal Amount of Bonds . . . . ... ...... ... ........ . ... .. . .......... . . . ... . .. . .. . . $11,100,000 QQ Based on Iow construction bid received November 23, 1971. 12 Assessed Valuation The City of Huntington Beach uses the facilities of Orange County for the assessment and collection of taxes for city purposes. City taxes are assessed FINANCIAL DATA and collected at the same times and on the same tax rolls as are county, school, and special district taxes. Taxes are payable in two installments on November 1 and February 1 and become delinquent on Decem- ber 10 and April 10, respectively. The State Board of Equalization reports the 1971/ 72 Orange County valuations to average 24 percent of full value, except for public utility property, which is assessed by the state at approximately 29 percent of full value. Under the provisions of the State Constitution and legislation adopted in 1968, two additional types of exemptions were authorized beginning in the tax year 1969/70. The first of these currently exempts 30 percent of the assessed valuation of business inven- tories from taxation. The second provides for ex- emption of $750 of the assessed valuation of an owner-occupied dwelling for which application has been made to the County Assessor. Revenue estimated to be lost to local taxing agen- cies due to such exemption, however, is reimbursed from state sources. The reimbursement is based upon total taxes due upon these exempt values and therefore is not reduced by any amount for estimated delinquencies. Following is the 1971/72 assessed valuation of the City of Huntington Beach as reported by the Orange County Assessor, before provision for the two exemptions described above. CITY OF HUNTINGTON BEACH 1971/72 Assessed Valuation Secured roll ... .. . ... .. .. .. .. . $298,705,460 Unsecured roll .. . .. .. . . ... . ... 26,668,229 Utility roll . . . . . . . . . .. . . .. .... 44,857,090 Total . .. . . .. . . . .. . . .. .. . $370,230,779 Tax Rates, Levies, and Delinquencies The following tabulation presents a five-year sum- mary of the city's assessed valuation, secured tax levies and delinquencies. Levies and delinquencies are for city taxes only. A six-year summary of city tax rates by purpose is also shown. 13 Secured Tax Levies and Delinquencies Fiscal Assessed Secured Delinquent Percent Year Valuation Tax Levy June 30 Delinquent 1966/67 . . . . . . . . . .... . . . . . . . . $220,691,540 $2,864,489 $58,931 2.06% 1967/68 . . . .. . . . . .. .. . . .. .. .. 273,733.620 3,471,790 51,781 1.49 1968/69 . . . .. . . . . . . . . .. . . ... . 284,033,290 3,898,311 41.777 1.07 1969''70 . . . .. . . . . . . . . .. .... . . 305,631,576 3,991,983 50.787 1.27 1970/71 . . . .. . . . . . .. . . . .. . . . . 339,783,919 4,441,769 56,684 1.28 Composition of City Tax Rate Fiscal General Music& Parks& Bond Capital Year Fund Promotion Library Recreation Service Outlay(j) Retirement Total 1966/67 . ... $.82959 $.05000 $.09532 $.07071 $.02353 $.15000 $.11085 $1.33000 1967/68 . .. . .78769 .05000 .09677 .10941 .01970 .15000 .11643 1.33000 1968/69 . .. . .85000 .01748 .11362 .19191 .01568 .15000 .11131 1.45000 1969'70 . . . . .87695 .01812 .12237 .19000 .01495 .10000 .12761 1.45000 1970/71 . .. . .84476 .03014 .12237 .19000 .01306 .10000 .14967 1.45000 1971/72 . ... .95070 .02799 .15000 .17000 .13575 - .18556 1.62000 O Part of allowable general fund levy. A total of 30 tax code areas are located within $100 assessed valuation on all taxable property, the City of Huntington Beach for 1971/72. Tax rates plus $0.4737 in special taxes on land and improve- applicable throughout the city vary slightly among ments only. Components of the 1971/72 tax rate in different code areas. The largest code area (4-001) this code area are indicated below, and a five-year has a 1971/72 secured assessed valuation of $65,- summary of total tax rates appears on the-following 339,110 and carries a total rate of $10.8616 per page. 1971/72 Tax Rate Code Area 4.001 OrangeCounty . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . ... . .. . . . . ... .. . . . . . .. . . . . . . . ... . . . $ 2.0400 City of Huntington Beach .. . . .. . . . ... . . . .. . .. . . .. . . . . .. . . . . . . . .. .. . ... . . . .. . . . . .. . .. . . . . 1.6200 Schools . . . . . .. . .. . .. . . . . .. . . . . . . . . . . . . ... . . . .. . . . . . . . .. . . . . . . . . . . .. . .. . . . . .. . . . . . . .. . 6.6000 Orange County Transit District . . . . .. . . . . . . . . . . . . . .. . . . . . . . . .. . . . .. . . . . . . . . . . .. . . .. . . . ... 0200 Orange County Flood Control District . . . . . . . . . . . . . .. . . . . . . . . .. . . . . .. . . . . .. . . .. . . . ... .. . . . . .2481 Orange County Harbor District . . . . .. . . . . . . . . . . . . . . . . . .. . .. . . . . . . .. ... .. .;. . . . . . .. . .. . .. . 1247 Orange County Mosquito Abatement District . .. . . .. . . . . . . ... . . . . . . . .. .. . .. . .. . . .. . . . . . . . . .. .0088 Metropolitan Water District . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .. . .. . . .. . . . . . . . . . . .. . . . . .2000 Tax Rate, All Property . . .. . . . . . . . . ... . . . . . . . . . . . . . . . . . . ... . . . .. . . . . . . . . . . . . .. . .. . $10.8616 Orange County Sanitation District #11 . .. . . . . .. . . . . . . . . . . . . . . . . . . . . . . .. . . . . .. . . . . . . ... . .. $ .3937.? Orange Count-, Water District . . .. . .. . . . .. . . . . . . . . . . . . . .. . . . . .. . ... . . . . . . ... . . . . .. . ... . .. $ .080010 O Applied to land and improvements only. 14 Record of Tax Rates Code Area 4-001 1967/68 1968/69 1969/70 1970/71 1971/72 City Tax Rate .. . . . . . . . . . ::: $1.3300 $1.4500 $1.4500 $1.4500 $ 1.6200 County Tax Rate . . 1.7100 1.6800 1.6700 1.7000 2.0400 Schools & Other . .. . . ....... 5.3101 5.5304 5.8691 6.4449 7.2016 Total Rate . .. .. . . . . .. $8.3501 $8.6604 $8.9891 $9.5949 $10.8616 Direct Tax Supported Debt Balance Original Outstanding Year Principal Final January 12, Issued Amount Purpose Maturity 1972 1955 . .. . . .. .. .... .. . ... . . .. .. . . .. .. .. . $ 860,000 water 1980 $ 315,000 1970 . .. . . .. .. .. .. . . .. .. . . .. .. .. .. .. ... 6,000,000 parks 1995 5,890,000 Direct and Overlapping Bonded Debt indicates that general government expenses are fully The City of Huntington Beach has a total of funded from current revenues, with annual surpluses $6,205,000 in general obligation bonds outstanding, which are applied to capital outlays or accumulated as reflected in the summary above. for major capital expenditures in subsequent years.In- cluded in capital outlay costs are preliminary expen- Huntington Beach also has an outstanding balance ditures for public works projects (such as the 1968 of $3,360,000 water revenue bonds remaining from Parking Program, the 1970 Parks Program, and the a total of $3,750,000 originally issued in 1963 for proposed Civic Center and Central Library) which water system acquisition and improvement. These have or will be reimbursed from bond proceeds. bonds will be retired in 1993 and are payable solely from revenues of the municipal water system. The The city's cash fund balances as of June 30, 1971 city is also obligated to make annual rental payments are presented in the following tabulation. of $170,050 to the Huntington Beach Parking Au- thority for lease of the beachfront parking facilities Cash Fund Balances financed with the proceeds of the 1968 Parking Rev- enue Bonds issued by the Authority. These facilities June 30, 1971 are operated by the city, and the Director of Finance General Fund . . . .. .... . . .. ... ... $ 1,663,377 reports that annual lease payments are fully self- Recreation & Parks . .. ...... ..... 986,213 supporting from parking revenues. Sewer . .. .. . . .. . . . . .. .. . .. ..... 1,386,224 Table 3 on page 16 presents a summary of the Drainage . . . .. .. .. .... .......... 1,135,718 sy city's direct and overlapping bonded debt as of Water . .. ... . .. .... .. .. ... ..... 1,408,216 �1f January 12, 1972. Construction Funds 3,251,041 1 Capital Outlay . .. .. . . .. .. . . ..... 181,297 Receipts, Expenditures and Cash Funds Other Special Funds . .. .. .. .... ... 760,888 Total Cash Balances . .. .. .. ... .. $10,772,974 A summary of the city's receipts and expenditures Encumbered Funds . .. . .. . .. . .. 1,639,236 for the fiscal years 1966/67 through 1970/71, based on the city's annual reports to the State Controller, Unreserved Cash Balances . ...... $ 9,133,738 is presented in Table 4 on page 17. The summary 15 Table 3 CITY OF HUNTINGTON BEACH Statement of Direct and Overlapping Bonded Debt Estimated Population (November 1971) .. . . . . .. . ... . ....... . .. .. . 132,000 1971/72 Assessed Valuation . . . . . .. .. .. .. .. . . .. .. . . .. . . .. . . .. . . . $ 370,230,779 Estimated Market Value . . .. . . . . . . . .. . . . . .. .. . .. . ... . . . . . . . .. . . $1,510,000,000Q Debt Applicable January 12, 1972 aQ Percent Amount Orange County . .. .. . . . . .. . . . . ... . .. . . . . . . .. . .. .. .. . . .. .. . . 8.522% $ 419,282 Orange County Flood Control District . .. .. .. .. .. .. .. . . .. .. . . .. 8.522 2,332,898 Metropolitan Water District (general issues) . .. . . .. . . .. .. . . . . .. . 1.276 6,064,892 Orange County Sanitation District No. 3 . .. .. .. . . . . .. .. .. .. . . .. 8.778 804,416 Orange County Sanitation District No. 11 . .. . ... . .. . . . .. . . . . .. . 99.772 1,217,218 Huntington Beach School District . .. .. . . .. .. . . .. .. .. . . .. .. . .. . 93.806 6,472,614 Ocean View School District (various issues) . .. .. . . .. .. .. . . .. . . .. 90.361- 90.847 5,471,585 Fountain Vallev School District . . . .. . . .. .. . . .. .. .. . . . . .. .. . . .. 33.114- 33.408 1,296,352 Westminster School District-(various issues) . .. .. .. .. .. .. .. . . . . . 26.574- 28.435 855,659 Huntington Beach Union High School District . .. ... . .. . . .. .. .. . 60.411 10,163,547 Other School and Special Districts . .. . . . . . . . . . . . . . . . . . . . . .. . . . . Various 4,283 City of Huntington Beach . . . .. .. . . .. . . ... . . . . .. .. . . . . .. . . .. .. 100. 6,205,000C TOTAL DIRECT AND OVERLAPPING BONDED DEBT. . . . . . . .. . . .. . . . . .. . . .. . $41,307,74604• Ratio To 1971/72 Estimated Assessed Market Per Valuation Value Capita 1971/72 Assessed Valuation . . . . .. . ... .. . ... . . . . . . .. -- - --- $2,805 Direct Debt . . . . . . .. . . . .. .. . . . . . . .. . . .. .. . .. . .. . . . 1.68% .41% 47 Total Debt . .. . . .. . . . . .. . .. . . . . . . ... ... .. . ... .. . . 11.16 2.74 313 ii�The State Board of Equalization reports that 1971/72 Orange County assessed valuations average 24% of full value, with public utility property (S44,857.090) assessed at about 29% of full value. Q Excludes sales.if any,between December 15, 1971 and January 12, 1972. C Does not include $3.360.000 City of Huntington Beach Water Revenue Bonds. $2,205.000 City of Huntington Beach Parking Authority Revenue Bonds, nor the $11,100,000 Huntington Beach Public Facilities Corporation Leasehold Mortgage Bonds,First Issue,now being offered for sale. Q Excludes city's share (S2.583.062) of Orange County Building Authority Revenue Bonds. NOTE: City's share of state school building aid repayable as.of June 30, 1971 amounted to$32.134,692. City's share of authorized and unsold bonds: Metropolitan Water District (general issues) $5,933,400 Ocean View School District . . . .. . . .. . . . . .. . .. .. . . .. . . . . . . .. .. .. . 6,785,362 Fountain Valley School District . .. . . . .. . .. . . . . ... . .. ... . . . . . . .. . 2.204,730 Westminster School District . .. . . . . . . .. . . . . . . . .. .. .. .. .. . . .... . . . 187,878 Huntington Beach School District . .. . . . . . . . . . .. . .. . .. . ... ..... .. . 3,423,919 16 d Table 4 CITY OF HUNTINGTON BEACH Summary of Receipts and Expenditures 1966/67 1961/68 1968/69 1969/70 1970/71 Revenues: Property Taxes . .. .. .. .. . . $2,852,180 $ 3,690,363 $ 4,196,577 $ 4,279,905 $ 4,656,235 Sales & Use Taxes . . . .. .. . 734,064 1,016,863 1,350,061 1,647,917 1,869,118 Other Taxes . .. .. . . ... . .. 218,179 312,468 279,981 460,101 - 540,638 Licenses & Permits . . . .. . . . 838,164 909,743 880,833 960,854 884,669 Fines & Penalties . . . .... .. 196,054 235,972 249,922 311,338 330,636 Use of Money & Property . . 317,755 377,929 445,183 727,363 463,265 Subventions &Grants . .. . . . 1,422,196 1,690,569 2,120,573 2,340,159 2,769,064 Current Service Charges . . . . 599,676 1,285,454 1,598,554 914,888 723,942 Other Revenue . . . ... . .. .. 111,071 103,488 121,192 1,441,448 1,385,699 Water Utility ... .. .... .. .. 1,274,900 1,451,322 1,631,774 1,966,865 2,089,332 Parking Authority . .. .. . . .. - - 65,478 170,050 170,050 Total Revenues . .. . . $8,564,239 $11,074,171 $12,940,128 $15,220,888 $15,882,648 Expenses: General Government ...... $1,114,887 $ 1,213,139 $ 1,711,858 $ 1,907,495 $ 2,182,790 Public Safety . .... .. . . .... 1,981,643 2,519,419 3,124,143 3,969,287 4,602,164 Public Works ... .. .. .. ... 1,599,719 1,724,782 1,925,350 2,334,882 2,757,108 Libraries . .. ...... .. . . .. . 199,353 229,534 296,356 352,374 395,841 Parks & Recreation . .. ..... 623,457 779,371 934,700 1,108,305 1,322,526 Water Utility ..... ........ 919,704 1,051,533 1,186,901 1,448,582 1,521,452 Parking Authority . .... .. . - - 15,711 - 236 Bond Service ... .. ....... 218,932 236,291 252,708 261,508 890,363 Total Expenses . . . . . $6,657,695 -$-7,754,069 $ 9,447,727 $11,382,433 $13,672,480 Capital Outlays: - General Government . ... . . $ 36,263 $ 85,973 $ 92,255 $ 466,314 $ 319,768 Public Safety . ...... .. .... 246,861 162,610 380,287 296,003 801,100 Public Works ... .. . . .. . .. 615,165 1,412,112 1,371,668 2,102,671 1,250,273 Libraries . .. ...... ....... 7,262 12,107 238,949 24,806 169,921 Parks & Recreation . .. .. .. . 282,576 221,223 206,660 968,366 713,653 Water Utility . ..... . .... . . 209,202 122,274 243,903 282,065 269,647 Total Capital Outlays. $1,397,329 $ 2,016,299 $ 2,5339722 $ 4,140,225 $ 3,524,362 17 Municipal Government The City of Huntington Beach was incorporated in 1909 and operates under its own charter, which was granted in 1937. The city is governed under a THECITY council-administrator form of government. The char- ter provides for election of the City Clerk, City Treasurer, and City Attorney. The City Council,is comprised of seven members elected at large for alternating four-year terms. Sev- The City of Huntington Beach occupies almost 27 eral commissions consisting of public-spirited citizens, square miles of land in the northwestern Orange including the planning, park and recreation, and li- County coastal area. It is 18 miles southeast of the brary commissions, assist the City Council in making nearest seaport, Long Beach, 35 miles southeast of policy recommendations in their special fields. The the City of Los Angeles, and 90 miles northwest of city has a staff of 700 full-time and 200 part-time San Diego. Average elevation is 40 feet. It enjoys and seasonal employees under the overall coordina- a mild climate with an average temperature of 52 tion of the City Administrator. Principal departments degrees in winter and 69 degrees in summer. Annual include public works, police, fire, harbors and rainfall is about 12 inches, beaches, recreation and parks, planning, and build- ing The water department is operated as part of the The city has long been noted as a major oil pro- public works department. ducng and beach resort area of Southern California. -However, beginning in 1960, a series of residential Acting City Administrator at the present time is housing developments were started that initiated a Mr. Brander Castle, Assistant City Administrator, continuous growth period extending to the present who is able and experienced in the administration of time. In terms of population increase, Huntington municipal affairs. Mr. Castle has served the city since Beach has been the fastest growing city in Orange 1958. County during the last 10 years. An important commercial and industrial base is developing in the city, providing a more evenly balanced economy that is not wholly dependent on the petroleum industry Population and Area or recreation. Huntington Beach has been gaining population at Huntington Beach is situated in one of the-most the rate of about 10,000 new residents annually in rapidly growing areas in the United States. Accord- recent years. Between 1960 and 1970, there was an ing to the 1970 U. S. Census, Orange County ranks increase of 104,468 persons. This was the largest first among California counties in population growth numerical increase in population of all Orange since the 1960 census, with an estimated increase of County cities, and represented a ten-fold increase 101.8 percent from 1960 to 1970. The city's popu- for the city during the period. County population lation increased 909 percent in the same period, to doubled during the same time span. a level of 115,960. It is expected that population In April 1971, the State Department of Finance growth and industrial development in Huntington estimated the city's population at 126,900, an in- Beach will ,continue as new residents seek the city's crease of 10,940 from the previous year's federal desirable living conditions and industries are at- census. Total population grew to 132,000 by No- tracted to the area's established technological centers. vember 1971, according to the City Planning De- Well-supported civic programs completed, under- partment. way, or planned serve to enhance the city's attraction Huntington Beach is now the third largest eity in as a destination resort center and convention locale. Orange County in terms of both population and Although Huntington Beach is now the third most area. Total area within the city limits is presently populous city in Orange County, in terms of popu- seven times greater than the size of the original city lation density per square mile it ranks 13th among in 1909. The accompanying summary illustrates the county jurisdictions. Clearly, there is room for fur- rapid growth in city area and in city and county ther growth. population since 1950. 18 CITY OF HUNTINGTON BEACH Growth Indicators (Dollars are in Thousands) 1966 1967 1968 1969 1970 Building Permit Valuation . . . .. . . . . . $54,772 $ 57,685 $ 64,155 $100,133 $ 47,126 Dwelling Units Authorized . . . .. .. . . . 2,164 2,163 2,762 5,001 2,158 Post Office Receipts . .. . . . . .. .. . . .. $ 590 $ 694 $ 1,043 $ 1,229 $ 1,297 Taxable Sales $73,406 $116,086 $116,401 $143,472 $168,718 Water Accounts . .. . . . ... .. . .. . . . . 21,025 22,373 24,805 28,462 30,235 Electric Meters . . .. .. . . . .. .. . . . . . 28,164 29,947 30,182 32,778 36,784 Gas Meters . . . . .. . .. . . . . .. . .. . .. . 24,152 26,249 28,975 30,901 32,785 at the same month a year ago. More than 27 percent Population and Area of all nonagricultural wage and salary workers are in manufacturing, with durable goods predominating. City Area City County However, the nonmanufacturing categories are as- Year (Square Miles) Population Population suming greater importance; trade and service indus- 1950 . .. . . 4.71 5,237 216,224 tries registering impressive gains in recent years. 1960 . . . . . 23.41 11,492 703,925 State labor analysts expect county employment to 1970 . .. . . 26.61 115,960 1,420,386 top 491,000 at year-end, as Christmas selling pushes retail trade to a new high. The vigorous growth in Huntington Beach is ex- The diversity of Orange County's manufacturing pected to continue according to all indications. Ap- base is evident in the list of leading industries. Pres- 'proximately 40 percent of the total city land area ently the top five categories of manufacturing em- is yet undeveloped. ployment are electrical equipment, ordnance, non- Median family income in the city is $10,324,based electrical machinery, fabricated metal products, and on federal census reports. One census tract, in the transportation equipment. Next in importance are northwest quadrant of the city, has a median family printing and publishing, instruments, food products, income over $20,000. and rubber and plastics. Government cutbacks in defense and aerospace contracts have resulted in curtailment of durable Indices of Growth goods manufacturing in the county, with particular Further evidence of the sustained residential and impact on three of the four elements of the aerospace commercial development in the city over the last five industry-electrical equipment, ordnance, and air- year period can be seen in.the tabulation at the top craft. Employment in the fourth aerospace element- of this page. instruments-increased in the 1968-70 period, and is presently accelerating. Industry and Employment Nondurable manufacturing has displayed surpris- In view of the convenient freeway network, all of ing strength, in view of the weakness in durable Orange County is essentially one labor market. Resi- goods. Employment in this group of industries rose dents of the city commute into southern Los Angeles to 27,100 last year, an increase of 12 percent over County as well. More than 300 industrial firms em- the 1968 level. ploying 100 or more persons are located within a The accompanying tabulation presents total Orange 20-mile radius of the city. County civilian employment by industry in the 1968- Total civilian employment in Orange County was 1970 period. On page 20 is a list of Orange County 488,100 in September 1971, compared with 486,000 industrial firms employing 500 or more persons. 19 Table 5 ORANGE COUNTY Largest Industrial Employers (500 or More) No.of Firm Product or Service Employees Autonetics, Div. North American Rockwell Corp., Anaheim Electronics&electromechanical research& development,&mfg.of systems 17,000 Rockwell Mfg. Co., Brea Valves,power tools,meters 13,000 Alpha Beta Acme Markets, Inc., La Habra Food products, drug supplies 7,300 McDonnell Douglas Astronautics Co., Huntington Beach Space systems, missiles 7,000 Hunt-Wesson Foods, Inc., Fullerton Food & grocery products (seasonal) 6,000-12,000 Hughes Aircraft Co., Fullerton Radar,data processing, computer systems 6,000 No. American Rockwell Corp., Seal Beach Saturn second stage 4,500 Aeronutronic Div., Philco-Ford Corp., Newport Beach Tactical weapons,air defense systems,radar 4,000 Beckman Instruments, Inc., Fullerton Instruments,systems&components 3,500 Collins Radio Co., Newport Beach Electronic components,data communication equipment 1,800 Northrop Corp., Anaheim Aerospace electronics 1,630 Aerojet-General Corp., Fullerton Missile&jet engine components 1,620 Hughes Aircraft Co., Newport Beach Circuits,frequency generation&control devices 1,200 Bertea Corp., Irvine Aircraft flight controls&avionics equip. 1,100 Interstate Electornics,Anaheim Missile instrumentation&tracking devices 1,100 W.J.Voit Rubber Corp.,Santa Ana Rubber sporting goods 1,080 Astrodata-Comcor, Anaheim Electronic data control systems & instrumentation 1,050 California Computer Products,Anaheim Data processing equipment 1,030 Buzza-Cardoza, Anaheim Greeting cards, gift wrap 1,000 Philco-Ford.,Autonutronic Div.,Anaheim Weapons systems 1,000 Hyland,Div.Travenol Laboratories,Costa Mesa Diagnostic&therapeutic products 950 Kirkhill Rubber Co., Brea Custom-made rubber products 850 Kwikset Div., Emhart Corp.,Anaheim Residential hardware 750 Swedlow,Inc., Fullerton Aircraft canopies,windshields,windows 750 Adhor Milk Farms,Santa Ana Dairy products 750 Amercoat Corp.,Brea Protective coatings&fiberglass reinforcing 700 Standard Pressed Steel Co.,Santa Ana Precision fasteners,steel office&shop furniture 668 TIT Cannon Electric.Santa Ana Electrical connectors 650 LTV Ling Altec,Inc., Anaheim Communications systems 630 Kimberly-Clark Corp., Fullerton Kleenex tissue,paper towels,napkins 625 Varian Data Machines,Inc.,Irvine Computers 625 C.B.S. Musical Instruments,Fullerton Guitars,drums,pianos&amplifiers 600 Randolph Rubber Co.,Inc.,Fullerton Canvas footwear 600 Kaynar Mfg.Co.,Inc., Fullerton Aircraft&specialty fasteners 500 Certron Corp., Anaheim Magnetic recording tape 570 Conolon Corp.,Santa Ana Fiberglass fishing rods 540 Townsend Co., Cherry Rivet Div.,Santa Ana Aerospace&commercial fasteners 530• Babcock Electronics Corp.,Costa Mesa Electronic mfg.-systems& components 520 Union Oil Co.of Calif.,Brea Petroleum research, 520 Lear Siegler,Inc.,Anaheim Electronic telephone&ordnance devices 500 Kraft Foods Co., Brea Food products 500 Atlantic Research Corp.,Costa Mesa Research missile/marine systems 500 Air-Industries•of Calif.,Fullerton Aircraft&missile hardware 500 Borg Warner Corp.,Santa Ana Frequency changers,magnetic tape 500 recorders 20 Industry in Huntington Beach is diversified and fornia, Signal Oil and Gas Company, Union Oil ranges from the $50,000,000 McDonnell Douglas Company, and the Christiana Corporation. operate :astronautics Company, a division of McDonnell 1,417 wells producing approximately 47,000 barrels Douglas Corporation, to smaller plants involved in a day, the fourth largest producing field in Southern the production of fiberglass products and control California. assemblies. An industrial survey of the city lists 68 manufacturing, establishments employing a total of In addition to those mentioned, other major em- over 11,000 persons. Other than McDonnell Douglas ployers in Huntington Beach include Southern Cali- Astronautics, the largest industries in the city are fornia Gas Company (575 employees), Montgomery oil production and electricity. Many petroleum com- Ward (440), Southern California Edison Company panies, including Standard Oil Company of Cali- (370), and The Broadway department store (225). ORANGE COUNTY Civilian Employment by Industry Annual Averages Industry 1968 1969 1970 Manufacturing to S Durables . . . . . . . . . . . .. . . . . . . . . . . .. . . .. .. .. . . . . . 104,700 104,100 95,300 Nondurables . . . . . . . . . . . . . .. . . . . . . .. . . . . ... . . . . . 24,200 25,900 27,100 Mining . ... . . .. . . . . . . . . . . . . .. . . ... . . . .. . . . . ... . . 2,000 2,000 1,800 Construction . . . . . . . . . .. .. .. . . .. . . .. . . . . . . .. . . .. .. 20,000 22,700 25,600 Transportation, communication, utilities 11,900 13,200 14,300 Trade Wholesale . .. . .. . . . . . . .. . . . . . . . . . . .. . . . . .. . .. . . 11,000 12,300 14,500 Retail . .. . . . . . . .. . . .. . .. . . .. . . . . . . .. . . . . .. . .. . 72,400 80,000 86,800 Finance, insurance, real estate . . . .. . . . .. . .. . . . . . . . . .. 16,200 18,200 20,300 Services . .... . . . .. . .. . . . . . . . . . . . . . . . . . . . .. . . . . . .. 59,400 66,100 73,000 Government . . . .. . . . . . . .. .. . . .. . . . . .. . .. . . .. .. .. . 58,300 63,100 66,900 Other nonagriculture . .. . . . . .. . . .. . . . . .. .. .. .. . . .. . 45,400 48,100 50,400 Agriculture . . . . . . . . . .. . . . .. . . .. . . .. .. .. . . ... . .. .. 5,500 5,800 6,400 Total . . . . . . . . . . ... ... .. . .. . .. . . . . ... . .. .. . 431,000 461,500 482,400 Source: State Department of Human Resources Development. The first increment of the 740-acre Huntington Seacliff development surrounds a new 18-hole golf course and clubhouse. As seen in the photo, producing oil wells are concentrated in concealed islands. �y +art 21 3 3 I } t Principal industrial employers in Huntington Beach in Table 6 below. All of these communities adjoin and the surrounding communities of Newport Beach, Huntington Beach and driving time to any of the Costa Mesa, Westminster, and Seal Beach are listed firms listed does not exceed 20 minutes. Table 6 LARGEST INDUSTRIAL EMPLOYERS IN HUNTINGTON BEACH AND ADJACENT COMMUNITIES (100 or More Employees) No.of Firm Product or Service Employees Astronautics Co., McDonnell Douglas, Huntington Beach Space systems&missiles 7,000 North American Rockwell Corp., Seat Beach Saturn second stage 4,500 *Aeronutronic Div.,Philco-Ford Corp.,Newport Beach Ordnance,air defense systems 4,000 *Collins Radio Co.,Newport Beach Electronic components 1,800 Hughes-Newport Beach Circuitry 1,200 Hyland Div.,Traenol Laboratories,Costa Mesa Diagnostic&therapeutic products 95-0 Babcock Electronics Corp.,Costa Mesa Electronic systems&components 520 Atlantic Research Corp.,Costa Mesa Research, missile&marine systems 500 *ZD Products,Wells Marine,Inc., Costa Mesa Ordnance 400 Master Specialties Co.,Costa Mesa Illuminated switches 350 Signal Oil Co.,Huntington Beach Petroleum products 325 Cla-Val Co.,Newport Beach Automatic valves, controls 300 Cadillac Controls,Costa Mesa Hydraulic component& assemblies 225 *Columbia Yachts Corp.,Costa Mesa Fiberglass boats&yachts 205 Servonic Div.of Gulton Industries,Inc.,Costa Mesa Pressure transducers,connectors, 200 accelerometers&feed-thoughts proximity switches Rosan, Inc., Westminster Precision fasteners 200 Eddy Moss,Inc.,Westminster Women's clothing 200 *Technicolor,Inc.,Costa Mesa Audio visual 200 Whittaker Corp.,Narmco Materials Div.,Costa Mesa Coatings, plastics & adhesives 190 J.C.Carter Co.,Costa Mesa Centrifugal pumps,valves,regulators 190 *Explorer Motorhome Corp.,Newport Beach Motor homes 180 Gulton Industries,Inc.,Costa Mesa Pressure transducers, switches, 165 accelerometers, hermetic seals & connectors ITT Jabsco Pumps,Costa Mesa Small pumps 159 (Liken,Inc.) Delmar Co.,Westminster Loomcrafted woven wood 150 Sevenstrand Tackle Mfg.Co.,Westminster Fishing tackle 150 McDonnell Douglas Corp.,Newport Beach Aerospace research laboratory 140 *Jensen Marine Corp., Costa Mesa Boats 135 *Calif.Injection Molding Co.,Costa Mesa Custom molding of thermoplastics 132 Duncan Electronics,Inc.,Costa Mesa Precision potentiometers 126 Kimstock,Inc.,Costa Mesa Fiberglass shower stalls&tubs 125 Vard Newport, Costa Mesa Drafting machines&aircraft components 125 Conrac Corp.,Westminster Numerically controlled machine tools 125 The Hartley Co.,Costa Mesa Ballpoint, pen cartridges 120 Standard Oil Co.of Calif.,Huntington Beach Petroleum products 120 *Edler Industries,Inc., Newport Beach Aircraft&missile assemblies 120 Sta-Hi Corp.,Newport Beach Newspaper stereotype material,handling 120 equipment Teledyne Precision,Costa Mesa Aluminum castings 104 Stacoswitch,Inc.,Costa Mesa Precision electric switches 101 MacGregor Yachts, Costa Mesa Fiberglass sloops 100 Cambro Mfg. Co.,Huntington Beach Fiberglass products 100 Radiotronics,Div.of Tasker Industries,Newport Beach Microwave&antennas 100 Home Equipment Mfg.Co.,Westminster Hardware&fire alarms 100 *Located in Irvine Industrial Complex. 22 The largest employer in Huntington Beach, Me- ice companies which support the industrial sector. Donnell Douglas Astronautics is also one of the four A measure of the city's attractiveness for industry largest manufacturing firms in Orange County. Estab- is the fact that McDonnell Douglas studied 28 other lished in Huntington Beach in 1963 as the Space sites throughout California before deciding to locate Systems Center of Douglas Aircraft Company, the in Huntington Beach. installation presently covers 308 acres and employs approximately 7,000 persons in the assembly and testing of launch vehicles used in spacecraft and Housing and Construction Iunar excursion projects. The Huntington Beach fa- The City Planning-Department reported 26,146 cility is also working on the nation's first orbital single-family dwellings and 12,500 apartment units workshop under a $97 million contract. In addition, in the city at the beginning of 1971. Most homes are the company is conducting a vital manned space sta- tion study for the National Aeronautics and Space averaging $29,000 in cost. The range of home prices is broad-from $19,500 Administration. The complex includes fifteen build- to over $100,000. Apartment rentals start at about ings. covering 1,628,000 square feet of floor area, $140 per month. and represents an investment of more than $50 million. Residential development has been the greatest Other large employers in Huntington Beach are single factor in city growth over the past decade. General Telephone, Signal Oil and Gas, Standard From 1967 to September 1971, building permits Oil of California, Alpha Beta Food Markets, South- worth $322 million have been issued by the city. ern California Gas Co., Montgomery Ward, Southern More than 50 percent of permit value has been resi- California Edison and The Broadway department dential. The 7,031 single-family dwellings authorized store. during this period had an average permit value of $24,320, not including land and development costs. Just north of the city, the Space Division of North The 7,851 units in multi-family structures were American Rockwell employs 4,500 scientists and valued at an average of $11,425 per unit. Building technologists at its Seal Beach plant. permits issued in the first eight months of 1971 ex- About 1,500 acres of industrial land are available ceeded the total for all of 1970, both in number of at Huntington Beach. A national advertising cam- units and total dollar value. The following tabulation paign is being conducted by the city to attract light- presents a summary by type of construction for 1967 to-medium industry, as well as distribution and serv- through the first eight months of 1971. CITY OF HUNTINGTON BEACH Building Permit Valuations (Dollars in Thousands) First Eight 1967 1968 1969 1970 Months 1971 Valuation: Single dwellings . . . . . . . . . . . . . .. . . .. $37,506 $44,160 $ 45,592 $19,193 S24,660 Multi-dwellings . . .. . . . .. . . .. .. .. .. 6,880 9,262 37,405 15,285 20,869 Alterations & additions . .. . . . . . . . . . . 973 1,099 1,090 1,136 909 Total Residential . .. . . . . . . . . . . . $45,359 $54,521 $ 84,087 $35,614 $46,438 Non-residential . . . .. .. . . .. . . . .. . . . 12,326 9,634 16,046 11,512 6,506 Total Valuation . .. .. . . . .. . . . . . $57,685 $64,155 $100,133 $47,126 $52,944 No. of Units: Single dwellings . . . . . . .. .. .. . . .. . . 1,622 1,918 1,813 695 983 Multi-dwellings . . . . . . .. . ... ... .. . . 541 844 3,188 1,463 1,815 Total Units . ... .. . . .... . ... .. 2,163 2,762 5,001 2,158 2,798 23 x t ,. ,. .. _' ,pow-'�•+�"'''�tl��t- �,.-,rMpl�Lq✓.- ..ss E.«...._--- _- �#,.a�+er � �"":'R3s""-"'jai-.,,�..5' - 4 p - _-. --- -_ WA I. I. -"P S _..__ t✓ a/r+���� 1. �~ 1a",ems'" •T`�R T •t L Jol dp •'����.- � �". - _ .mow v '�"'� *•q► ,� s+` "`� '��� +_,:��..�..4 sat.s J-' '� +!�-. 4 �r ..i ' ► ` _ r � sue"'%• ,,, r, •�- „i�,•_ ON.mh At, 4r •^� .'-` .'� - �.. ..arm `'�. . _- „_+ i, . ..q� .`', -,�• .. .YFS�l T w... .-�. g ,�"'�.-.�-.-• �i r r x r�. .�Ay �.-� � ! ".• T ,1 -liF F A i The city's entire beachfront and adjacent areas out and 34 still uncompleted. Fourteen developers have been vitalized as developers create attractive were operating in the city as of this reporting date. communities out of lands that once were oil fields. They initiated construction on 836 lots, embracing Acres of tidal marshland have been transformed into 174 acres, in the first three quarters of the 1971 man-made islands. inland waterways and beautiful calendar year. bomes. This on-going movement, started about 11 Of all homes valued over $35,000 throughout the years ago, continues to gain strength as new devel- county, almost nine percent are in Huntington Beach, opers become active. Accomplishments of the largest according to the U. S. Census of Housing:Only-.one firms are described in the following paragraphs. other Orange County community (the adjoining com- At September 1971, there were 93 residential munity of Newport Beach) reports a greater share of tracts recorded in the city, of which 59 were sold higher-priced homes. CITY OF HUNTINGTON BEACH Major Construction Permits January-September 1971 Type of Construction Builder/Owner Valuation Multi-plex units . . . . . . . .. . . .. . . . .. . .. . . . . . . . . . . . .. Lindborg Co. $ 317,229 Multi-plex units . . . . . . . . .. . .. . . . .. . .. . .. . .. . . . . . . . McKeon Construction Co. 1,006,020 Condominium units . . . . .. . .. . .. . . . . .. . . .. . .. . . ... . Sunbeam Homes 457,040 Multi-plex units . . . . . . . .. . . . . . . . .. . .. . . . . . . . . . . .. . Williams Lyon 1,809,920 Apartments . . . . . . . . . . . . . .. . .. . ... .. . . . .. . . . . . . . . . Westlear Co. 1,470,865 Apartments . . .. . .. . . . . . . . .. .. . ..... . . . .. .. . . .. ... Bayport Financial Corp. 452,119 Apartments . . . . . . . . . . . . . ... . .. ..... . . . . . .. . . .. ... Seiersen & Clendenen 689,283 Apartments . . .. . . . . . . . . . .. . . . . .. . ... . . .. . . . . .. .. . Shapell Construction Co. 2,336,644 Apartments . . . . . . .. . . . . . .. . .. . . .. .. . . . .. .. . . . . .. . Urbanetics Financial Corp. 3,351,270 Apartments . . .. . .. . . . .. . . . . . . . . . . ... . . . . . . . . .. .. . West Bay Financial Corp. 4,852,390 Apartments . . .. . . . . . . . . . .. . . . . . . . .. . . . . . .. . . . . . . . Ponderosa Homes 764,577 Apartments . . . . . . . . . . .. . . .. .. . .. . .. . . . . . . . . . .. .. . Zehnder & Bovy 409,000 Stores . .. . .. . . . . . . . . . . . . . . . . . . . .. . . . . .. . . . ... .. . Daylin, Inc. 371,000 Channel bulkhead . . .. . . .. . .. . .. .. . .. . ... .. . .. . .. . Aetna S&L Assn. 105,000 Apartments . . .. . . . . . . . . . .. . .. . ... .. . . . .. ... . .. ... Palos Verdes Dev. 670,662 Apartments . . . . . . . . .. . . . .. . .. . . .. .. . . . .. .. . . ..... Stellrecht & Bartoli 247,076 Hospital . . . .. . . . . .. . .. . .. . ... . . . . .. . . . .. . ... . .. . Zinngrabe & Brown 450,000 Public works . . . . . .. . . . . .. . .. . .. .. . ... . .. ... .. . . .. So. Calif. Edison Co. 695,000 :Multi-plex units . . . . .. . . . . . . . . . . . . . .. . .. . . . . . . . . . . Urbanetics Financial Corp. 204,338 Apartments . . . . . . . . . . . . . . . . .. . . . . .. . . . . . .. . . . .... Huntington Seville Co. 220,176 Restaurant . .. . . . . . . . . . . . .. . . . . . . ... . . . .. . . . . .. .. Far West Services, Inc. 125,000 Stores . . . . .. . . . . . . . . . . . . . . . . . . . . . .. . . .. . . . ... .. . Gerald E. Sparks 286,785 Apartments . . . . . .. . . . . . . . . . .. . . . . .. . . . . . .. . . .. ... Lindborg Co. 231,650 Apartments . . . . . .. . . . .. . .. . . . . .. . .. . . . .. .. .. .. .. . Reginald De La Cuesta 173,750 Church buildings . .. . . .. . . . .. . . . . . . .. . . . . . .. . . . .. . Central Baptist Church 128,000 Multi-plex units .. . Covington Bros. 994,254 Apartments . . . . . . . . . . . .. .. . .. . .. . .. . . . .. . . . . .. .. . Leadership Housing 3,202,010 Source: Huntington Beach Building Department. 25 S Huntington Harbour. A subsidiary of Christiana Under development for the past 11 years,the com- Companies, Huntington Harbour is an aquatic resi- munity will contain about 3.500 homes in island or dential development of 878 acres within the north- mainland settings,together with multiple-family dwell- western city boundary. The development has trans- ings, shopping centers, schools, churches, and recrea- formed an area of tidal lands into a self-contained tion facilities. The elementary school and shopping marine community with four man-made islands. wa- center are now completed, and parks and beaches terways, turning basins, lagoons, and a main channel were created to supplement the 168 acres of water leading to the ocean, available for recreation. Approximately 1,500 homes and condominium living units have been sold at Total population, now 6,000, is expected to reach prices ranging from $48,500 to $250.000. represent- 15.000 when Huntington Harbour is completed. ing the highest unit value residential development in There will be eight man-made islands eventually, the city. Recent view of the Huntington Harbour marine-oriented residential and commercial development. Photo by VTN,Irvine,California [c■ + I _ •, a 26 Huntington Beach Company. The Huntington is the planned development of 740 acres situated in Beach Company, an affiliate of Standard Oil Com the midst of a producing oil field. Located a short pany of California, which owns and leases extensive distance from the beach, the Huntington Seacliff petroleum producing lands in the Huntington Beach project is a master planned community and golf area, has embarked on a long-range, comprehensive course combination. The 18-hole course and club- program for development of its surface holdings house are now complete and open to the public. Ap- along the coastline and inland. proximately 6,000 dwelling units are planned, con- sisting of 1,000 single-family residences and 5,000 A variety of real estate developments have been multiple-family units. Some 227 units have been undertaken by the company, including construction completed (November 1971) and 236 are scheduled of a regional shopping center, development of a for completion in the early part of 1972. Another planned community surrounding a new 18-hole golf major project involves the construction of 450 con- course, and construction of a beach-front apartment dominium units on 64 acres at the site of the former complex. The company has also completed a motel, municipal golf course a short distance southwest of restaurant and mobile home park on a site opposite the Huntington Seacliff community. Construction the beach. will take place over a five-year period. T.` F Representative example of the 3 homes now being constructed in Huntington Beach. !r An important addition to the community's com- Development of these properties has been made mercial sector is represented by the 58-acre Hunt- possible by the construction of producing wells in a ington Center, a regional shopping'complex. The number of tastefully concealed islands. center, with 800,000 square feet of floor space under Between Huntington Harbour and Huntington Sea- roof, contains 54 retail and service establishments, cliff is a section of marshland not presently part of including a J. C. Penney department store (230,000 the City of Huntington Beach. Signal Properties, a square feet), Montgomery Ward (200,000 square subsidiary of Signal Oil Company, has announced feet), and a Broadway department store (170,000 plans to develop 1,900 acres as the Bolsa Chica square feet). Total investment, exclusive of land, is Marina Community, an exclusive residential neigh- more than $20 million. borhood bounded by the seashore, a state beach and In a joint venture with the Fluor Corporation, Ltd., a public waterway. In the event this community is the Huntington Beach Company in 1968 completed annexed to the city, as presently planned, an addi- construction of a 106-unit apartment located on the tional 40,000 persons would be added to the city's beach. The three-story structure represents an invest- population by 1980. ment exceeding $2 million and is now fully occupied. Another real estate development in the planning The Huntington Beach Company has initiated a stages is Sunset Bay, a 35-acre water-oriented com- program to make greater use of acreage previously munity at the northwest comer of the city limits. This used only as the site for oil wells. The first example area is to be developed by Gulf Oil Corporation. 27 Commercial Activity Personal Income Total taxable sales transactions in the city ap- Total personal income of Orange County residents proached $170 million last year, and it appears that more than trebled between 1960 and 1969. Greatest the 1971 total will exceed that figure, based on growth during the period was in salaries, wages, and reports by the State Board of Equalization for the related items of personal income, as noted on the first two quarters. following page. Social Security payments also in- The recent large growth in taxable transactions is creased substantially, reflecting the large number of retired persons in the county. attributable to the completion of several major shop- ping centers, including the previously mentioned Orange County's ^14 percent increase in personal Huntington Center with its 54 outlets, the Town and income over the nine-year span was the largest in Country Shopping Center containing 65 stores having Southern California. and was more than double the a total floor area of 90,495 square feet, the 83,800 state-wide increase of 94.1 percent. square-foot Boardwalk Shopping Center located in Almost 47 percent of all households in the county the Huntington Harbour development, and other have cash incomes of $10,000 or more, according to commercial facilities of recent origin. Sales Management. There are over 85,000 house- The new Levitz furniture store has precipitated a holds whose annual cash income tops $15,000, as surge in sales of home furnishings, with current sales revealed in this study. The annual nationwide survey volume in this category triple the 1969 level. The Places Orange County ninth among all counties in the following summary provides a breakdown of sales by United States, based on this vital measurement of type of outlet, purchasing power. Net effective buying income of all county residents is reported to be $5,495,235,000. Huntington Beach taxable sales in 1970 exceeded Buying income per household is $12,388. The 1970 the 1969 level by more than $25 million, surpassing distribution of cash income by household is shown all Orange County cities in dollar gain for the year. opposite. CITY OF HUNTINGTON BEACH Taxable Sales Transactions0 (Dollars in Thousands) First Half 1971 Type of Outlet 1969 1970 No. Outlets Sales Apparel . . . .. . . . . ... . . . ... . . . . . . . . .. .. .. . . . $ 11,478 $ 11,960 63 $ 5,775 General merchandise . . .. . . . .. . .. ... . . . . .. .. . 28,279 34,956 22 16,755 Drug stores . .. . . . . .. . .. . ... . .. . . . . .. . .. . .. . 6,710 7,413 20 3,595 Food stores .. .. . ... ... . .. . . . .. . . . . .. . . . . . . . 12,331 15,068 58 7,682 Packaged liquor . . . . . ... ... . .. . .. .. . . . . . . . . . 3,621 3,829 19 2,058 Eating S drinking places . .. ... . .. . .. . . . . . . .. . 12,001 15,371 132 8,044 Home furnishings, appliances . ... ... . .. . .. . ... 6,256 17,365 33 9,620 Building materials, farm implements . .. . .. . . .. .. 3,124 4,766 20 3,291 Auto dealers, auto supplies . . .. .. . . .. .. . ... ... 34,446 32,498 32 19,987 Service stations .. . ... . . . ...... .. . . . .. . .... .. 2,091 2,186- 93 1,184 Other retail stores . . .. . .. .. . .. . .. . . .. . . . .. .. . 6,935 7,561 115 3,814 Total Retail . .. . . .. . .. . . . . . .. . .... .. . $127,272 $152,973 60.7 $81,805 Non-retail ... .. . .. . .. . .. . .. . ... . .. .. . . . . ... 16,200 15,745 871 7,672 Total Sales .. .. . ... ... .. . .. . .. . ... .. . $143,472 $168,718 1,478 $89,477 iD Excludes food for home consumption,gasoline for highway use,drugs,and certain other items not subject to tax. 28 i 77, ORANGE COUNTY Personal Income by Source (000's Omitted) Percent Change 1960 1968 1969 1960-69 Wages and Salaries $1,128,397 $3,360,573 $3,763,814 233.6 Other Labor Income . .. . ... ... ... . . . ... ... .. . 48,020 177,339 201,823 320.3 Proprietors' Income . ... . .. .. . ... ... ... ...... . 178,670 341,207 350,856 96.4 Property Income . . .. .. . ..... . .... . . .. . . . . . . . . 235,412 550,022 627,153 166.4 Transfer Payments . . .. . .. . .... .... .. . . . . . . . . . 111,458 330,058 405,022 263.4 $1,701,957 $4,759,199 $5,348,668 214.3 Source: U.S.Department of Commerce. Freeways to the north of the city, completing a very ORANGE COUNTY efficient highway grid. Cash Income Per Household 1970 Scheduled flights and air freight service are avail- able at Orange County Airport,seven miles east. This Number of Percent of facility is rapidly becoming one of the busiest com- Income Households Total mercial/general aviation airports in the nation in terms of aircraft movements. Air California and Air Less than $5,000 . ... . .. . . 86,060 19.4 West provide frequent scheduled service to West $5,000-10,000 . ... . .. . .. . 150,380 33.9 Coast cities from Orange County Airport, while $10,000 and Over . ... .. . . 207,160 46.7 Golden West Commuter Lines flies to more than 30 443,600 100.0 California cities. Private planes also use Meadowlark Source: Sales Management Survey of Buying Power. Airport within the city limits. Los Angeles Interna- tional Airport is less than an hour's drive to the northwest via Interstate 405. Long Beach Airport and Transportation Ontario International Airport are within 11 and 40 miles, respectively. Los Angeles Airways maintains a Freeway access from Huntington Beach to all heliport at nearby Newport Beach, providing direct points in the Los Angeles-Orange County metro- service to Disneyland and Los Angeles International politan area is excellent. The San Diego Freeway (Interstate 405) traverses the northern city limits Airport. and provides fast travel time to Los Angeles and Southern Pacific rail lines run north and south San Diego. The Pacific Coast Highway (State Route through the city and serve the two industrial areas 1) and north-south Beach Boulevard (State Route bordering the right-of-way. Interchange with Santa 39) will attain freeway status after 1975, providing Fe and Union Pacific is available within the county. improved circulation and access. Both routes have Over 70 major trucking lines operating in the Los been adopted by the State. Angeles area service Huntington Beach. Greyhound The Pacific Coast Freeway will interconnect with Bus Lines and metropolitan and interurban motor the San Gabriel Freeway to the northwest and the coach lines furnish surface transportation to local and San Diego Freeway to the southeast, in the vicinity regional points. of San Clemente. The Huntington Beach Freeway Complete port facilities are available at Port of (Beach Boulevard) will connect the Pacific Coast Long Beach and Los Angeles Harbor, approximately Freeway with both the San Diego and Garden Grove 20 miles from the city. 29 Agriculture tion is evidenced by the fact that Valencia oranges Urbanization and-industrialization have reduced and dairy products topped the "Million Dollar Enter- farm bearing acreage to less than half the total utilized prises"in 1964,with a combined gross value of about in 1950. yet Orange County continues among the top $37 million. By 1970, they had dropped to a com- 20 agricultural counties in California by virtue of its bined value of approximately $12.5 million and the rich soil, long growing season, and efficient processing top positions had been taken over by nursery stock and egg production, with a combined value of $35 and distribution systems. million. Strawberry culture has been one of the lead- The changing composition of agricultural produc- ing cash producers for some years. ORANGE COUNTY Gross Value of Farm Products Commodity 1950 1960 1970 Animal industry . . . . ... . .. . . . . .. . .. . . . . .. ... .. . $28,040,350 $ 4.61,810,900 $23,692,900 Nursery, cut flowers . . . . . . . . . . .. . .. . . . . ... .. . . . . 1,320,900 5,425,600 21,741,600 Orchard crops0 . . . . . . . . . . . .. . . . . .. . . . . .. .. • • . . 33,517,200 36,675,000 21,170,300 Vegetables . .. . . . . .. . : . . ... . . . .. . .. . .. .. . . .. . .. 8,079,100 16,794,000 17,072,300 Field crops . . . . ... . .. . . . . .. . .. . .. . . . .. . . . ... .. . 8,083,900 5,020,300 1,523,600 Agriculture . .. . .. . . . . . . . . . . .. . ... . . . .. . .. . .. . .. 192,100 335,000 122,900 Total Value $79,233,550 $111,060,800 $85,323,600 Bearing Acreage . . . . . .. . .. . .. .. . .. . ...... .. . ... 150,523 99,261 60,047 QQ Includes strawberries. Source: County Department of Agriculture. Utilities Community Facilities Electricity is supplied Huntington Beach residents There are 16 full-service banking offices in the by Southern California Edison Company, natural gas city: Bank of America (five branches), Security Pa- by Southern California Gas Co., and telephone serv- cific National Bank (four), United California Bank ice by General Telephone Company. Sewage disposal (two), Southern California First National Bank, First is provided by Orange County, and the city supplies Western Bank, and United States National Bank. In water. addition, five savings and loan associations operate . Southern California Edison operates the Hunting- offices in the city. ton Beach steam generating plant, one of the largest Within the City of Huntington Beach are located on the Pacific Coast, and a major source of tax 39 churches representing most religious denomina- revenue to the city. The station has a capacity of tions. There are approximately 90 organizations, 992,000 kilowatts, enough to serve a city of one including the major service and fraternal groups. A million. new 141-bed general hospital. the Huntington Inter- Refuse collection service is provided by a fran- community Hospital, and three convalescent hospitals chised operator, supported solely from city general are located in the city. Construction will start soon fund appropriations. No user charges are imposed on another 150-bed wing for Huntington Intercom- although the city has adopted a procedural ordinance munity. The 87-bed Pacifica Hospital opened in mid- for the imposition of such charges. 1971. Other medical facilities in the immediate area 30 va. v m i lives ii, 'A 4 y �@ Steam generating plant of the Southern California Edison Company in Huntington Beach. Photo by McDonnell Douglas Astronautics Co. are Westminster Community Hospital, Hoag Memo- Ocean View School District, serving the newer, rial in Costa Mesa, and Presbyterian in Newport rapidly-developing residential areas has already pur- Beach. chased sites for five additional schools. The Hunting- The city library system maintains its main library ton Beach School District, which serves the older, at the Civic Center and also operates a bookmobile established sections, anticipates an ultimate need for and two branches. The Huntington Beach Daily Pilot, 24 schools. Huntington Beach Independent, and Huntington Huntington Beach lies within the Coast Com- Beach News are all locally published newspapers. munity College District. This district operates two National and international news coverage is provided community colleges, one of which—Golden West by Metropolitan Los Angeles and Orange County College—is located on a 122-acre campus within the dailies. northern city limits. This institution opened in 1966 and offers a two-year course of instruction leading Education to the Associate certificate. It reports an enrollment of Elementary schools in Huntington Beach are ad- almost 9,000 day and evening students. Long range ministered by four school districts: Fountain Valley plans include a$15 million educational plant by 1975 (5 schools); Huntington Beach City (7 schools); and capacity for 5,000 full-time day students. Ocean View (20 schools); and Westminster (6 There are seven four-year colleges and universities schools). The Huntington Beach Union High School in Orange County and an additional 12 located in the District operates four high schools in the city limits. adjacent areas of southern Los Angeles County. In addition, there are three parochial or private Orange County degree institutions and their approxi- schools in the city, and ten nursery schools. Seal mate enrollments are: University of California at Beach School District serves a segment of the north- Irvine (5,050); California State College, Fullerton ern part of the city. (13,000); Chapman College, Orange (3,500); Total 1971 enrollment at elementary and high Southern California College, Costa Mesa (525); schools in Huntington Beach is 33,616, more than West Coast University, Orange (evening School of eight times the number attending city schools in 1960. Engineering-600); Western State University Col- 31 I I i lege of Law, Anaheim (1,000); and the Pepperdine Huntington Beach on a 1,510 acre tract. Opened in School of Law, Santa Ana (250). In an adjacent September 1965, this institution offers instruction area of southern Los Angeles County is California through the post-doctoral degree in a number of State College at Long Beach with a current enroll- schools and departments including a Graduate School ment of more than 25,000 students. of Administration and the UCI-California College of The Orange County campus of the University of Medicine. It is one of-mine general campuses of the California at Irvine is located about 12 miles east of prestigious University of California. School Districts Serving Huntington Beach Total Enrollment 1968 1969 Increase Elementary Schools: Huntington Beach City School District . ...... ... . . . . . . . .. . .. ... 5,366 6,371 1,005 Ocean View School District . . .. ... ... ... .. .... . .. .. ... .. . ... .. . 12,706 13,584 878 Westminster School District . ...... . . . ... . .. ... . .. . .. . .. .... .. . 13,131 12,708 (423) Fountain Valley School District ........... ... ... .. . . .. ... . . . .. 8,538 10,146 1,608 Seal Beach School District . ... .... . . . .. ... . .. ... .. .. . .. ... 1,175 1,131 (44) Huntington Beach Union High School District . ... .. . . . . ... ... ... . 13,328 15,662 2,334 Coast Community College District . . .. ... ...... ... . .. . .. .. .. ... 22,637 26,760 4,123 Golden West College, a two-year educational institution of the Coast Community College District, is located on a 122-acre campus in Huntington Beach. Photo by McDonnell Douglas Astronautics Co. -,as �r �e V17 32 Recreation tington Beach State Beach and Bolsa Chica State Recreation is a major activity in Huntington Beach adjoin city beaches. No overnight camping is Beach. Each year, several million bathers visit the allowed on the beaches; however, fire rings are pro- eight miles of public beach area located in or adja- vided for picnics. The 1,821-foot concrete municipal cent to the city limits. Swimming and surfboard rid- pier annually attracts hundreds of thousands of fish- ing are extremely popular sports and are conducted ermen who find an abundance of halibut, red rock, under the supervision of municipal lifeguards. Hun- cod, yellowfin, spotfin, croaker, bass, and sun perch. view of the Huntington Beach ocean-front area showing the municipal pier, site of the annual National Surfing Champion- ship contests. i 4 3 B i a i t' i•! ti a! - y< ; r t 33 Grunion runs attract thousands of persons to the Farm, Lion County Safari, Anaheim Stadium, and beaches every summer. the Movieland Wax Museum, each about a 30- During 1969, an important improvement program minute drive from Huntington Beach. Adjacent to was completed along the coastline recreation area, the northern boundary of the city, the Orange particularly in the vicinity of the two-mile stretch of- County Harbor District has acquired 63 acres of city-owned beach. The city opened its new 2,180-car surplus Navy land for development of the Sunset Aquatic Regional Park. The first phase of develop- parking facility adjacent to the beach in mid-year, ment on 29 acres was completed in August of 1968, financed by the issuance of $2,300,000 principal amount of Parking Authority of the City of Hun- and provides an eight-lane launching ramp capable tington Beach 1968 Parking Revenue Bonds. Other of accommodating up to 500 boats per day, parking completed improvements include widening and me- for 220 cars and boat trailers, and overnight space dian landscaping of the Pacific Coast Highway (State for 500 house trailers. Ultimately it is planned that Route 1), reconstruction of the city-owned beach the aquatic park will provide public beach and picnic restaurant and concessionaires' stands, and improve- facilities for 2,800 people, public fishing floats, boat ment of the municipal pier. rentals and fueling docks, and berths for 1,000 to 3,500 boats of all types, depending on the availability The Top-of-Pier Plan for the beach area will of additional surplus Navy land. Residents of Hun- result in a destination resort center covering 375 tington Beach also have convenient freeway access acres and embracing specialty shopping, 1,600 hotel to all of the cultural and recreational attractions of rooms, ocean view offices,.a 250,000 square feet Los Angeles, San Diego, and other points in Southern community shopping center, and a municipal confer- California. ence-convention center. With completion of these new facilities, the city expects to realize substantial Military added resort and convention business. There are four major military bases in Orange In 1969, voters approved a 10-year park develop- County—U. S. Naval Air Station at Los AIamitos, ment program that will result in 46 new parks-39 U. S. Naval Weapons Station at Seal Beach, U. S. neighborhood, six community, and a 247-acre Cen- Marine Corps Air Facility at Santa Ana, and U: S. tral Park. Neighborhood parks are to be built adja- Marine Air Station, El Toro. Combined military cent to elementary schools and community parks payrolls exceed $100 million, and combined civilian near high schools, assuring maximum use of the new payrolls are approximately $25 million. It is esti- recreational facilities. Central Park will be the site mated that these military installations purchase about of the new library and_will have two freshwater $27 million annually of utility services and materials lakes, a wildlife refuge, overnight camping grounds, in the local market. They provide employment for a rustic village, museum, and riding, hiking and more than 3,000 civilians. bicycling trails. U. S. Naval Weapons Station Seal Beach adjoins Renowned Orange County recreation areas in the Huntington Beach to the northwest. At 5,000 acres, vicinity of Huntington Beach include the Orange it is the largest military base in Orange County. County Boat Harbor at Newport Beach, about a Civilian employment in 1970 was 1.180 persons, ten-minute drive, and Disneyland, Knott's Berry who were paid salaries and wages of $11.8 million. { 34 I� City ton Beach y of Hunting • P.O. BOX 190 CALIFORNIA 626" i r OFFICE OF THE MAYOR APPLICATION FOR APPOINTMENT TO CITIZENS COMMITTEES BOARDS AND COMMISSIONS Date of Application: Boards or Commissions Applied For: Name Birthdate vet Middle Last Month Day Year Residence Address Residence Telephone Business Address Business Telephone How long a resident of Huntington Beach Occupation Educational Background Membership or License in Professional or Technical Associations Do you possess any special skills Civic Interests 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 1/78 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? 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. • REQUEb f FOR CITY COUNCIL_ ACTION ib Date May 3, 1989 Submitted to: Honorable Mayor and City Council Members -- /' =ad Submitted by: Paul E. Cook, City Administrator s 6- 1s/ ---• / c Prepared by: Dan T. Villella, Director of Finance Approval of Candidate for the Public Facilitie pp -Subject: - �. F Consistent with Council Policy? [X] Yes [ ] New Policy or Exception a6 low Statement of Issue, Recommendation,Analysis, Funding Source,Alternative Actions,Attachments: Statement of Issue: The five members of the Public Facilities Corporation's Board of Directors submit the names of Floyd G. Belsito and Peter Dusinberre, Jr. to the City Council for approval to fill the vacant directorships, with terms which shall expire April 29, 1992. A decision by the City Council approving or disapproving these candidates is needed by May 26, 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 candidates recommended by the Public Facilities Board of Directors. Analysis: The PFC Board of Directors, in an action taken April 26, 1989, selected and submits the names of Floyd G. Belsito and Peter Dussinberre, Jr. 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 action shall be the subject of 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: 1. Staff's letter to the Mayor, Council Members and City Administrator dated April 26, 1989. 2. Applications of Mr. Floyd G. Belsito and Mr. Peter Dusinberre, Jr. 3338j rI PIO 5/85 T • � • t He CITY CW Ht!!� TI "' `! BMCH INTER-DEPARTMENT COMMUNICATION ON BEACH To CONNIE BROCKWAY From DAN T. VILLELLA City Clerk Director of Finance Subject APPROVAL OF PFC CANDIDATES Date APRIL 27, 1989 On the May 15, 1989 Council Agenda will be an RCA for the Council to approve two new Directors to the Board of the Huntington Beach Public Facilities Corporation. Please provide Shari Donoho with an approved copy of this RCA. For your information'. Shari has already requested that both Mr. Floyd G. Belsito and Mr. Peter Dusinberre, Jr. complete and forward to your office their Form 730's. Both Mr. Belsito's and Mr. Dusinberre's term of office will be from April 26, 1989 to April 29, 1992. Thank you, 4�AN 2T. VILLELL7A Director of Finance DTV:skd f 4510j J� City of Huntington Beach • op 0 P.O. sox Soo CALIFORN OFFICE OF THE MAYOR C 2 �' G� O2 � APPLICATION FOR APPOINTMENT TO CITIZENS COMMITT BOARDS AND COMMISSIONS i Date of Application: March 15, 1989 Boards or Commissions Applied For: Public Facilities Corporation Name Floyd George Belsi to Bkthdate September 15, 1934 th Day Te■r Residence Address 5382 Beck Circle Residence Telephone 714-8 4 6-4 7 4 7 Business Address 17111 Beach Blvd. Ste 208BusinessTelephoW 714-848-3735 How long a resident of Huntington Beach Since 1962 (except from 1972-1976) to present Occupation Attorney at Law Educational Background BA in Political Science, MA in Public Administration, Juris Doctor in Law Membership or License in Professional or Technical Associations Member of Calif. Bar Do you possess any special skills _ No. Civic Interests _ Well-olanned growth and development of the City. Development of a sound financial plan for the future. Metniwrship in Civic and/or Service Organizations Huntington Beach Chamber of Commerce Availability (Indicate whether you would be available to attend meetings during the day,evening only, etc.) During the day depending upon trial schedule and most evenings lv� Date btwvkwW NO 1,78 tE Floyd Belsito Why do you wish to serve on a vohatew board or coon and how will yew gtialifiattions bat serve the needs of the community? I feel that I have the educational background as well as the experience in city government, having served as City Administrator for the City of Huntington Beach as well as an 18 year city employee for the City of Huntington Beach. I would like to serve on a Board or Commission that can be instrumental in implementing the City's future development. The PFC has a tremendous responsibility in overseeing the expenditure of its funds for civic improvement. T think T can bring expertise to the Board that would be beneficial . It is the policy of the City Council to make appointments to citisens' 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 a ppIi tion ma 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 Buis *of the Civic Center. J. Gty of Huntington Beach 100 Opolio- P.O. .Sox too CAL.Ui►ORMI► ISM t3 `lCE OF 'TW8 MAYOR . r APPLICATION FOR APPoIN umn To CITIZENS CoMAtmus MAIN AND COMMMON3 Date of Application: &.4Le- e Boards o mn%Wons Applied For: Name '' 8it+tlriwte .Z Y3 Yea Residence Address u k-r'(�' �..,._., Redden"Telephone ,I ,04-) g460 — q-aqd Business Address ' ► - Boshmm Teelepbone too, How long a resident of limmUngton Beaeh Occupation Sew • /�� .7G�S►(,1/p S Cr St R _Q dt Educational Ba ai'LLt.4�L.�^E'e 4 xv�l &xx '74 I , Membership or License in Professional or Teclukal ApOci tiOna k-4"rd k. Do you possess any special skills WIA/ Civic Interests Membership in Civic and/or Service Organizations 4�k '! _.T_ ��_ E �. I. J. '-y'�crt,,�-a..�l�..,r�.. 1�=.-G. _*"�+�'�-d ) L�•t,."�..,1��2'-vt `=,+�x.�. �.�,,t ,rJ• ,; � l�•� ,9--b��. Availability (Indicate whether you would be available to attend meetings during the day,evening only,etc.) L Drte Inht+iMW 1 peter deKay Dusi.nberre, Jr. F � Why do you wish to sere on • wabsAw bWd at aft0bOn &a law will yatr tioa bent terra the needy of the community? Y"L & 4t4*01 U.,L: a/t,..C4 Aed Ayue 40 log It is the policy of the City Council to make appointments to citiaens'eo�sittees,boards and ooasniwions on the basis of interest and gwiificatioaa of the app4cant. Information concerning a particmtar,,oonwivA tae, bound or oa►snari m" is a^vad"from the Pubbe War - mation Office at SWS511. This appplication may be returned to the Office of the Mayor,P.O.Box 190, Hunt o on Beach,or tp the Public b►formation Oda,2000 Main Street,tird tbor of the H of tics Civic Center. CITY OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION ,+uhTwccroN�cx " Honorable Mayor and City Council/ From TO Charles W. Thompson Gail Hutton City Administrator City Attorney Subject RE: NOVEMBER 27 P.F.C. Date December 5, _19 8 5- MEETING Attached is a copy of transcript relating to the above meeting. Since the issue of approval is set for the meeting of December 16, 1985 you may wish to review the qualification of the applicants contained therein prior to such time. I trust that Mr. Riser, the P.F.C. Secretary, has already supplied you with copies of each application per our previous request. - GAi1 Hutton City Attorney GH:AD:ajh cc: Don Riser Attachment +a 9y4,� "'VV �`,. r rn � -,Ac s'k i. � .r 7F .:...,.,-�h'S v.*'-.•'�a'y„�.��yg , -Z a �, '"5 r Zia P 3 W HUNTZNGTCH BEACH PUBLIC 'FAC T-ITTRS 'CORPflRATTON REGt1LAR MEETING OF NOV EMB ER _ 27 j-1985 F=> Date Time : Wedne3day,- November 27 ,'. 1985 , 3 : 00 p.m. s PZ ace . 17371 'GMothard S t ' t - Huntington Beach,-,-.Cal-ifornia "92647 Reporter . Sandra Jo Freemon, C. S. R�. - Certificate Number .5086 HOWERSOUt CERTIFIED C�. M l �.:RT,VvO QEPOsiTDCiN REPORTERS _ z - _ t- _ -- '- `"� _ - - " 4029'Westerly Nace;Suite 113 '` � fig383 Wil1w�-v ., w shire Boulevard,Suite 540 Newport Beach,Califomia 92660 Beverly Hitfs, California 90211 a° = {714) 752-7400 - - - • �. - J, < (213) 935-8413 " ...". .. _.._. ,....--'--.-•" - ...�....�«�__"_._.�........,....__...._w_,.. -._-�-'t.:-- ..........w-_.......�_,.. cs�,i_;vy..�:..::.a..::..e..iz...;:_.•.,..�.e....��'a:..a"..ui._:.::;_...=n..._...�_x.._�s..r._.....__..._._.-,y._..: 1 APPEARANCES 2 , BOARD OF DIRECTORS: 3 D. L. NOWLIN, President 4 WILLIAM F. WAMHOFF, JR._, : Secretary-Treasurer 5 ALSO PRESENT: 6 DONALD W. KISER, Assistant Secretary 7 DAN VILLELLA, Assistant Secretary and 8 Director of Finance for the City of Huntington Beach 9 TERRY DIXON, 10 Law Offices of Bowie & Risley 11 ARTHUR DE LA LOZ A, Deputy City Attorney City of Huntington Beach 12 JOSEPH J. GARAFALO 13 IVOR M. GRANT 14 SUSAN NEWMAN 15 STEPHEN WIGHT 16 17 is 19 20 21 22 23 24 25 26 HAHN AND BOWERSOCK (714) 752-7400 (213) 935-8413 I MR. NOWLIN: Okay. .The regular November meeting of 2 the Huntington Beach Public Facilities Corporation Board 3 of Directors will come to order. 4 May we have the roll call . 5 MR. RISER: Mr. Nowlin. . 6. . MR. NOWLIN : Here. 7 MR. RISER: Mr. Wamhoff. 8 MR. WAMHOFF: Here. 9 MR. NOWLIN : I shall read the minutes of the last 10 meeting. 11 MR. WAMHOFF: I' ll make a motion they be -- well, I 12 wasn' t here. Pardon me. 13 MR. NOWLIN : Well -- 14 MR. WAMHOFF: Call the account. 15 MR. NOWLIN : Okay. The last meeting of course was 16 canceled, the prior meeting, which would be the last one, 17 so that we have minutes of -- 18 MR. RISER: September. September 25th minutes . 19 MR. NOWLIN : Yes, and we have those. We have 20 those, I believe. 21 MR. RISER: They were mailed out. 22 MR. NOWLIN: Yes, they were mailed out. 23 Do you want to make a motion on that, the 24 September minutes? 25 MR. WAMHOFF: I' ve never seen that one. 26 MR. RISER: These were sent out. RAHN AND BOWERSOCR (714t 752-7400 (213) 935-8413 J 4 1 MR. WAMHOFF: Let me see a copy of that. 2 MR. RISER: That' s the originals there. 3 MR. WAMHOFF: I wasn' t here. 4 MR. RISER: This was the meeting you were here. 5 MR. NOWLIN: This is the meeting you were here. 6 MR. RISER: When you interviewed some of the other 7 applicants. 8 MR. WAMHOFF: Oh, pardon me. I thought -- okay. 9 All right. This is September 25th. That' s two months 10 ago . 11 MR. NOWLIN : Yes. That was our last meeting. 12 MR. RISER: And we scheduled a meeting for 13 October 16th, and you couldn' t make it. 14 MR. WAMHOFF: Oh, that' s right. Then that' s what 15 we' re talking about. I' m sorry . Okay. 16 I' ll accept. I' ll make a motion that the 17 minutes be accepted and submitted. Pardon me. I' m sorry. 18 MR. NOWLIN: All those in favor? 19 MR. WAMHOFF: Aye. 20 MR. NOWLIN: Opposed? They' re accepted. 21 There' s just one copy here. 22 MR. RISER: That' s the original -- 23 MR. NOWLIN : Yeah. 24 MR. RISER: -- that you sign. 25 MR. NOWLIN :- Here' s this here. 26 MR. KISER: Okay. HAHN AND BOWERSOCK (714) 752-7400 (213) 935-8413 5 1 MR. NOWLIN : Now, let' s see. The next order of the 2 business on the agenda is the introduction of applicants 3 for the position of director, and I will call them in 4 order of their submission of their candidacy. 5 And the first one is Robert Beck. 6 MR. WAMHOFF: Robert Beck? 7 MR. RISER: We have a letter there that Mr. Beck -- 8 MR. NOWLIN : Is he the one that' s out of town? 9 MR. RISER: Informing us he was going to be out of 10 town, but he still wants to be considered. 11 MR. WAMHOFF: All right. Okay. 12 MR. RISER: In fact, he sent in a second 13 application. 14 MR. WAMHOFF: Okay. 15 MR. NOWLIN : He was not here last -- 16 MR. RISER: No. 17 MR. NOWLIN: -- regular meeting either. 18 The next one is John -- let' s see. 19 Gene Farrell. Is Gene Farrell present? 20 MR. RISER: No. 21 MR. NOWLIN : He wasn' t here at the last meeting 22 either. 23 Let ' s see. Frank Tostado? Tostado? Is 24 Tostado here? 25 - MR. RISER: He' s not here. 26 MR. NOWLIN: He' s not here either. He wasn' t here HAHN AND BOWERSOCR (714) 752-7400 ( 213) 935-8413 1 6 1 at the last meeting either. 2 Then the next one we have is Ivor Grant. 3 Is Mr. Grant here? 4 MR. GRANT: Yes, I' m here. 5 MR. NOWLIN: Mr. Grant, would you care to give us a . 6 kind of narrative rundown on your background and 7 qualifications for the position? 8 MR. GRANT: Okay. I' m 64 years old. I have been a 9 resident of Huntington Beach for approximately eight or 10 nine years. I attended Cal Tech in Pasadena, and I left 11 in 1941 to go into the service. When I got out in 1946 , I 12 became an insurance broker and retired from that job about 13 two years ago. I had my own agency during that time. 14 As to special qualifications,, I really don' t 15 have a written -- seen a job description, but I've just 16 been a small businessman with the usual problems and 17 knowledge required to run a business. 18 And that' s about it. 19 MR. WAMHOFF: Are you a personal friend of any 20 City Counsel member? 21 MR. GRANT: Don' t know any of them. 22 MR. WAMHOFF: Okay. Mr. President, I' d like to 23 make notice also that we have a representative of the 24 City Attorney ' s Office here present for our recorder and 25 also a court reporter taking notes and a description of 26 everything that' s happening at this meeting. orvwt ww�n n/`raL+venr`Q f71 Al 7S7-7Ann ( 213) 935-8413 r 7 1 MR. NOWLIN: I apologize. I should have made note 2 of that. 3 MR. WAMHOFF: That' s all right. I should have made 4 sure. 5 MR. NOWLIN: Yes. Possibly we could just for the 6 record have these people introduce themselves. 7 The City Attorney ' s office? 8 MR. DE LA LOZA: Thank you. For the record, 9 Arthur De La Loza, Deputy City Attorney, representing 10 the City Counsel. 11 MR. NOWLIN : And then we have the attorney - 12 representing the Public Facilities Corporation. 13 Would you introduce yourself, sir? 14 MR. DIXON: Yes, sir. Terry Dixon with the law 15 firm of Bowie, B-o-w- i-e, and Risley, R-i-s-l-e-y. 16 MR. NOWLIN: And then possibly the court reporter 17 could introduce herself. 18 MS. FREEMON: I'm Sandra Freemon from 19 Hahn & Bowersock Court Reporting. 20 MR. WAMHOFF: From where? 21 MS . FREEMON : Hahn & Bowersock Court Reporting. 22 MR. WAMHOFF: Hahn & Bower where? 23 MR. FREEMON: Hahn & Bowersock Court Reporters. 24 MR. WAMHOFF: Oh, court reporters. I'm sorry. 25 MR. NOWLIN : .Thank you for bringing that__to my 26 attention. HAHN AND BOWERSOCR (714) 752-7400 (213) 935-8413 8 1 The next applicant is Jacques Cools . 2 Am I pronouncing that properly? 3 MR. RISER: He or his wife had declined on the 4 phone to me that he couldn't make afternoon meetings. 5 MR. NOWLIN : He couldn ' t make afternoon meetings . 6 Okay. 7 MR. RISER: In fact, I didn' t send him an invite on 8 that basis. 9 MR. NOWLIN : Let' s see. Next applicant is 10 Joseph -- 11 MR. GARAFALO: Garafalo. I' ll help you with that. 12 That' s kind of a hard one. 13 MR. NOWLIN : Garafalo? 14 MR. GARAFALO: Yeah, Gar of al o. 15 Well, this young man over here started out 16 with his age, so I' ll start out with mine. I'm a year 17 younger only, which we'-re in the same ballpark, and I ' m 18 63 . 19 MR. NOWLIN : Just a bunch of kids. 20 MR. GARAFALO: Pardon me? 21 MR. NOWLIN : Just a bunch of kids. 22 MR. GARAFALO: Yeah, we' re a bunch of kids, huh? 23 I ' ve been employed with Hughes Aircraft 24 Company for 30 years, and I'm in the Long Beach plant that 25 you may see if you' re on the San Diego _Freeway . It' s at 26 the juncture of the San Diego and Long Beach Freeway. AAPw Awn nrwrRgnrr (714) 752-74nn (213) 935-8413 r 9 1 I've lived in Huntington Beach now for four 2 years, and as a result of moving to Long Beach from 3 Los Angeles, I became involved in work with the City of 4 Long Beach making -- I was a member. of the mayor' s S . business management advisory committee and had some 6 experience at looking at the year 21000 and what 7 Long Beach is going to do and that sort of 'thing. - 8 I' ve also been on the board of the YMCA and 9 the Boy Scouts and of the Long Beach Symphony. 10 My wife is very active in the community and 11 in the Orange County Philharmonic Society Organization. 12 I was pretty interested in the work that I' ve 13 done for the City of Long Beach and felt that since I 14 lived in Huntington Beach, I would like to make some 15 contributions of work in the city. 16 I don' t know if there are any other questions 17 you would like to ask. 18 I' ve had -- well, in the business experience 19 arena, when I started with the company, it was very small, 20 about 1300 people, and I ended up managing the plant that 21 now I'm in. It has 4 ,000 people. So I've had a lot of 22 business experience. So when I saw this advertisement 23 where you' d oversee the operation of commercial type 24 businesses, businesses, it seemed very interesting to me, 25 and I thought that I might be able to help make a 26 contribution. HAHN AND BOWERSOCK (714) 752-7400 ( 213) 935-8413 =`• 10 1 Kx, QOWL rig s Do you have any questions, Bill? 2 . WAMHOPFs Did you apply to any other board here 3 in Huntington Beach? j MR. GARAPALO= No. s MR, WAMHOrF = Okay. Thank you.- 5 MR. NOW LIII s Have you been on any other commissions I in the other cities in which you've -- I MR. GARAFALO s No. 9 MR. NOWL IN s Let' s see. We have Susan Newman. 10 Susan, would you like to -- 11 MS. NEWMANI That' s me. 22 I ' m 42 years old. I' ve been a resident of 13 Huntington Beach tot the last 16 years. 14 FCom 1976 to 1978 I served on the planning 1S commission. From 1973 to 1979 I was the chairman of the 16 Huntington Beach Community Clinic and was instrumental in 17 the reorganization of that facility. When it closed down, 1= I was partly responsible for reopening and restructuring I! the financial operation of the clinic. For the past few years I have been involved 22 or I just finished a tour as the treasurer of the Retarded 22 Citizens Association of Long Beach, and also I was part of 23 a fund-raising committee that raised $100 ,000 by securing 24 a $25 ,000 stock portfolio for the financial restructuring Of -the Long Beach Symphony. _ 29 I am the portfolio manager of a family trust. ALC- . RAHN AND BOWERSOCIC (714) 752-7400 (213) 135-8413 1 I'm a large personal holder of municipal bonds. I 2 understand the California bond market because I buy, sell , 3 trade, and keep some on almost a weekly basis. 4 I have a working knowledge of the city 5 _. because of my past involvement as a planning commissioner 6 and a member of a homeowner' s organization and a former 7 instructor at the police academy at Golden West College, 8 fund raiser for the reserve -- the Huntington Beach 9 Reserve Police Force and any number of other activities. 10 Presently I am involved in a chapter of the 11 Performing Arts Center in Costa Mesa which is due to open 12 in 1986 . 13 I ' m married to a physician. I have two 14 children, a son who is a freshman at UCI, a daughter who 15 is going to be a freshman in high school . 16 .I was active in the recall of the 17 Huntington Beach High School Board because they fired 18 Paul Burscher who was the principal at Marina High School, 19 and we just had a rather stunning victory with ousting a 20 board that was unresponsive to the needs of the community ; 21 and because of my experience with that particular 22 activity, .I have a strong feeling that public servants 23 have to hear and be responsive to the wishes and the needs 24 of the constituency that they serve. 25 In some capacity the Public Facilities 26 Corporation has an opportunity to, perhaps because you HAHN AND BOWERSOCR (714) 752-7400 (213' 935-8413 t - i ' = 12 1 have some financial clout, to do things that the Counsel 2 may not want to do, and that is because , you know, there 3 is obviously surpluses that have occurred over the years. 4 And I think that' s a powerful position for any 5 organization to be in. I have some very strong- feelings 6 about that. 7' As a bond holder, I think you have a primary 8 obligation to the people who buy your bonds, and in 9 checking with some of the outstanding bonds of the city, 10 our rating is not that terrific. Most bond buyers who are 11 long-term holders like to buy triple A, double A bonds . A 12 lot of the things that are out there now in 13 Huntington Beach are A. A minus, B plus. I mean, it' s -- 14 you know, there are some problems. 15 So I think that anybody who makes a 16 commitment to get involved at this level really has to 17 understand how terribly important it is from this angle to 18 salvage the name of the community, and it' s a very 19 responsible position and one that I think requires people 20 who are comfortable with making financial decisions and 21 can avoid the kinds of pressures that people who may see a 22 large surplus and want to get their hands on it, you know. 23 There' s kind of a fine balancing act that has to be done. 24 I am not uncomfortable with managing money. I do it on a 25 daily basis. 26 And that' s what I' ve done, and that' s what I HAHN AND BOWERSOCR (714) 752-7400 (213) 935-8413 t 13 1 have to offer. 2 MR. NOWLIN: Bill, do you have any questions? 3 MR. WAMHOFF : Yes. You say you know the boards 4 have a right or an administrative desire or wish to 5 fulfill with_ other people. what . did you mean- by that 6 statement? 7 MS. NEWMAN : Pardon? 8 MR. WAMHOFF: You made a statement that you know as 9 serving on a board -- 10 MS . NEW MAN : Q h-huh. 11 MR. WAMHOFF: -- you have an obligation to act 12 under the supervision or umbrella of somebody above you. 13 What did you mean by that? 14 MS. NEWMAN : No, I don' t mean that at all. I think 15 that when you act as a board member, you have to always be 16 cognizant of the constituency that you serve, and I think 17 that people who get involved in public service have to 18 remember that they are there ultimately to serve the 19 public, not to serve the Counsel, not to serve somebody 20 who may have a vested interest in seeing things maneuver 21 for any particular gain. The best interest of the 22 community, the overall community, has to come first, and a 23 lot of times that' s lost. And I think it' s something, you. 24 know, that kind of integrity and that kind of 25 single-mindedness has to be preserved. That' s really what 26 I meant. HAHN AND BOWERSOCR (714) 752-7400 (213) 935-8413 I 14 1 MR. WAMHOFF: Are you a friend of any Counsel 2 member? 3 MS . NEWMAN : I would say -- 4 MR. WAM$QFF: Personal friend? 5 MS : NEWMAN i -- right now honestly, no. I think . 6 that I rankle most Counsel members. 7 MR. WAMHOFF: Hypothetical case. Let' s take an 8 indenture where in the indenture it states that the 9 surplus monies are to be used to reduce bonds and so forth 10 and the powers that be or so forth of the city say they 11 want that money , demand that money, and have a vindictive 12 attitude towards the so-called Huntington Beach Public 13 Facilities Corporation at this time and want to let 14 everybody -- put pressure on them, want them to quit. 15 What would your feelings be on that? 16 MS. NEWMAN : As a bond -- it' s an interesting -- 17 it' s an interesting balancing act. The bonds , as I 18 understand it now, have a coupon rate of what, 4 1/2 to 19 5 percent? Obviously the bond holders would be better off 20 getting their money at par than having to sell at a loss 21 on the open market, or they can, you know, hold them until 22 maturity. 23 As a bond holder, if I bought something 15 24 coupon,g s ear ago that had a low n, I would love for that Y Po 25 bond to be called. That' s a personal choice. I think 26 that -- HAHN AND BOWERSOCR (714) 752-7400 (213) 935-8413 0 ' 15 1 MR. WAMHOFF: Well, if you call, you . know you have 2 to pay 100 percent. 3 MS. NEWMAN: Fine. That' s great. 4 MR. WAMHOFF: Including -- 5 MS. NEWMAN : .Those people bought the bond at 6 100 percent. They gave you $5 ,000 . Okay. So I think 7 it' s fair. .I think that that -- they put their faith and 8 trust in the Public Facilities Corporation to safeguard 9 that, and as a public member -- I' m not sitting there now. 10 I' m sitting here. I would like to see you do right by the 11 people who put their faith in you, and that' s not the 12 City Counsel . It' s the people who funded 11 million 13 dollars. .That' s your first obligation. 14 MR. WAMHOFF: We have two indentures. 15 MS. NEWMAN : Well, whatever. Okay. I don' t know 16 because I haven' t had any information. _ 17 MR. WAMHOFF : We have the city hall and also the 18 library. 19 MS . NEWMAN : Fine . Okay . 20 I think your first obligation is, because the 21 full fate of the city in future bond markets relies on 22 what we do now. You have a moral and financial, certainly 23 a financial obligation to safeguard the interests of the 24 bond holders. That' s number one. I think by law you 25 probably have to do that. 26 MR. WAMHOFF: Well, you know, your bond holders, HAHN AND BOWERSOCR (714) 752-7400 213) 935-8413 i i I let' s say, a 5 percent bond, and if you' re 50 percent tax 2 bracket, you' re actually -- 3 MS. NEWMAN : I realize that. 4 MR. WAMHOFF: -- 10 , see? 5 MS. NEWMAN -. . I realize that. 6 MR. WAMHOFF : So you can' t say a bond -- we have to 7 protect a bond holder. .That is not our problem. 8 I would say the bond 'holders put their money 9 up in good faith, we' re protecting the money in good 10 faith -- 11 MS. NEWMAN : In good faith. Okay. 12 MR. WAMHOFF: -- and we' re going to relieve it in 13 good faith. 14 MS. NEWMAN : Right. 15 MR. WAMHOFF: That' s the whole thing. Right. 16 Okay. Any other? Thank you. 17 MR. NOWLIN : I have no further questions. 18 We have several other, several other things 19 to do here today. That' s the -- are there any more 20 that -- 21 MR. RISER: Well , the total list, Mr. Wight is 22 here. He was here at your former meeting. 23 MR. NOWLIN : Right. 24 MR. WAMHOFF: Mr. Wight, Stephen Wight? 25 MR. WIGHT: Yes. 26 - MR. WAMHOFF: Okay. HAHN AND BOWERSOCK (714) 752-7400 (-;3) 935-8413 1 MR. WIGHT: My understanding of the letter was just 2 that you wanted to have the occasion to re-interview or 3 something like that, and if that' s not the case, I don' t 4 know what else I have to contribute. 5 MR. WAMHOFF : We already did you. 6 MR. WIGHT: Sure. 7 MR. NOWLIN : As far as I'm concerned. 8 •MR. RISER: Partly was to really show the board 9 their interest in coming anyway. 10 MR. NOWLIN : Yeah. 11 MR. WIGHT: Oh, yeah. I don' t want you to miss 12 that. 13 MR. NOWLIN : Okay. I see no need to go through 14 that again. 15 MR. WIGHT: Okay . No, I don' t either. It wasn' t 16 that exciting. 17 MR. WAMHOFF: We appreciate it, sir. 18 MR. WIGHT : Not as dynamic as the young lady here. 19 MR. RISER: And we heard from before Lorraine Faber 20 and Lance Eliot. Both were invited. 21 MR. WAMHOFF: Is Lance here today? Lance is not 22 here, is he? 23 MR. RISER: Neither is here. And you had 24 Warren Hall, and he' s absent. 25 MR. NOWLIN : Right. 26 MR. WAMHOFF: We got a letter from Mr. Hall. HAHN AND BOWERSOCK (714) 752-7400 ( 213) 935-8413 I ti 1 MR. RISER: We have a letter. 2 MR. NOWLIN: So that takes care of it. 3 MR. WAMHOFF: Do we have a Mark Lambert here? 4 MR. RISER: He declined on the last meeting because I he' s on the environmental board. 6 MR. WAMHOFF: Oh, I' m sorry . Okay . 7 MR. RISER: That should be the total• 12 people. 8 MR. WAMHOFF: Okay. 9 MR. NOWLIN : Mark Lambert declined. 10 MR. WAMHOFF: Yeah. 11 MR. NOWLIN : Okay. We have several actions to 12 take. 13 As we had advertised, I believe we had three 14 openings on the board. However, due to the action of the 15 City Counsel in failing to confirm the slate that was last 16 presented, number one, I am going to nominate for 17 re-presentation to the City Counsel Mr. William Wamhoff 18 for directorship. 19 Are there any objections? 20 MR. WAMHOFF : I accept. 21 Okay . Mr. President, I would like to take 22 this time, if you don' t mind -- 23 MR. NOWLIN : Let' s act on that. Do you accept? 24 MR. WAMHOFF : Yeah, .I accept. 25 MR. NOWLIN: I ' m not sure what the -- 26 MR. WAMHOFF: I accept. HAHN A_:D BOWERSOCK (714) 752-7400 t213? 935-8413 z 19 1 MR. NOWLIN: -- rules are, but let' s take a vote on 2 it. I vote for it -- 3 MR. WAMHOFF: Thank you. 4 MR. NOWLIN : -- for your acceptance . 5 MR. WAMHOFF: Okay. Okay. ''- -I thank you. 6 MR. DIXON : Yes. Mr . Chairman, if I might make a 7 comment? 8 MR. NOWLIN : Yeah. 9 MR. DIXON: It appears from the bylaws, the 10 applicable provisions, that in that the City Counsel has 11 by resolution rejected four nominees, including 12 Mr. Wamhoff, that this body has to take action on that 13 resolution in some fashion. 14 As I understand it, two of those people have 15 in fact resigned. 16 MR. WAMHOFF: That' s right. 17 MR. DIXON : I would consider that Mr. Wamhoff' s 18 nomination is an action in relationship to that rejection 19 resolution in essence asking that the City Counsel 20 reconsider his nomination, and I feel that' s appropriate 21 and consistent with the bylaws. 22 That leads to the next question of what would 23 happen in the event that Mr. Wamhoff' s renomination is 24 rejected by the City Counsel , and relevant to that 25 question I would just suggest that we not address that, 26 that we simply leave the matter in the hands of the HAHN AND BOWERSOCR (714) 752-7400 (213) 93I-8413 20 I City Counsel at this point. 2 MR. NOWLIN : I agree with that. 3 MR. WAMHOFF : Well, Counsel, if that be the case, I 4 was at that meeting of the Counsel meeting that night, and 5 we were all excommunicated €rom the Counsel. All five of 6 us at one time from that letter. 7 MR. NOWLIN : No. 8 MR. DIXON: Dh-huh. 9 MR. NOWLIN : But by the bylaws, we operate until we 10 are replaced. 11 MR. WAMHOFF: Well, that' s true. Well, the other 12 ones resigned, though. 13 MR. NOWLIN : Then would you suggest different 14 phraseology, then? 15 MR. DIXON: I think that' s sufficient. The purpose 16 of my clarification was to give a meaning to the action 17 that was taken. 18 MR. WAMHOFF : Okay. _ 19 MR. DE LA LOZA: Mr. Chairman, I wonder if I may be 20 heard? 21 MR. NOWLIN : Yes. 22 MR. DE LA LOZA: As a matter of clarification, it' s 23 my understanding that the initial action by the, chairman 24 was to nominate Mr. Wamhoff, and it' s further my 25 understanding that that nomination is now -- has now been 26 the subject of a vote which resulted in a one to zero HAHN AND BOWERSOCR (714) 752-7400 (213) 935-8413 � r 1 21 1 vote. 2 Correct me if .I' m wrong, Counsel , but it' s 3 necessary that there be a majority of disinterested 4 members voting to successfully take any action by the 5 board-1-- is that correct? 6 MR. DIXON : Well, to conduct any business you need 7 three members, and we' re at the position now, quite 8 obviously, where there are only two remaining members. 9 And I think that by the bylaws action has to be taken 10 relative to the rejection by the City Counsel . I don' t 11 see anything inappropriate in the action that' s been 12 taken, realizing of course it' s a matter for the 13 City Counsel to consider. 14 MR. DE LA LOZA: Well , it is a matter for the 15 City Counsel, but the action itself should withstand the 16 test of close scrutiny; and in order to withstand that 17 test, it would be necessary to show affirmatively that a 18 majority of those qualified to vote in fact took action, 19 and that wouldn' t be the case here since there would be 20 a 50 percent vote on the record. 21 MR. WAMHOFF : Well,. sir,_ I think if you look in the 22 bylaws a little bit further , I think if the board was down 23 to one, he could renominate or nominate the other four 24 members and so forth. 25 MR. DE LA LOZA: That' s absolutely correct. 26 MR. WAMHOFF: Okay. HAHN AND BOWEPS�CK (714) 752-7400 ( 213) 93 5-8413 22 1 MR. DE LA LOZA: However, the board is not down to 2 one. The board still has two members. 3 MR. WAMHOFF : In other words, you wish me to vote 4 on myself? Is that what you' re talking about? 5 MR. NOWL IN : If he were to resign, if he were to 6 resign and I am then the sole remaining member, then are 7 you saying that I could then act? 8 MR. DE LA LOZA: That' s absolutely correct. As 9 long as there' s one sole remaining member, that one member 10 then has the power to appoint an additional member, and 11 then the majority, those two acting as a majority, may 12 appoint Mr. Wamhoff , assuming there is approval by the 13 City Counsel of those two -- 14 MR. NOWLIN : Okay . Then in that case if he were to 15 resign, I could then make the appointments of the four? 16 MR. DE LA LOZA: No. _The way we read it is that 17 you would be empowered to make one appointment at a time 18 subject to approval by the City Counsel . 19 MR. WAMHOFF : One at a time. 20 MR. NOWLIN : Do you read it that way? 21 MR. WAMHOFF : No. We had one or two. 22 MR. DIXON : I don' t necessarily agree with that. 23 MR. DE LA LOZA: well, as a practical matter, 24 there' s no question that each appointee must be approved. 25 MR. N OWL IN : Right. 26 MR. DE LA -LOZA: Now, once you' ve appointed one, HAHN AND BOWERSOCK (714) 752-7400 (213) 935-8413 _ • 1 23 1 then until such time as the City Counsel approves that 2 appointment, the board is powerless to move forward to the 3 next one. 4 Now, granted, in order to expedite things, if 5 this board would like to appoint three and them see if all 6 three of them are acceptable to the City Counsel , that' s 7 fine, but I think it needs to be done in a step-by-step 8 procedure so that in the event the City Counsel says yes 9 to number one, then we can come back and that number one 10 and yourself can then appoint the third. 11 MR. NOWLIN : Okay. Sir, what you' re suggesting is 12 to drag this out for a much prolonged, much longer period 13 of time, and your resolution passed by the city was 14 talking about expediting the procedures. 15 MR. DE LA LOZA: That' s correct, and in order to 16 accommodate that objective, I' ve been advised by the 17 City Administrator that the City Counsel would call 18 special sessions for the purpose of acting on your 19 recommendations and your -- 20 MR. NOWLIN: I ' m not sure -- 21 MR. DE LA LOZA: -- nominations . 22 MR. NOWLIN : -- that this body is in a position to 23 call a special meeting. We have called special meetings 24 in the past, and unfortunately, due to conflicting 25 business, we couldn' t hold them.- So if we did it one at a 26 time, then it would appear that our next action would be HAHN AND BOWERSOCR (714) 752-7400 (213) 935-8413 VIC 24 1 taken at our next regular meeting. 2 MR. DE LA LOZA: Yes. Well. 3 MR. DIXON : If .I might interrupt. 4 MR. NOWLIN : Yes. 5 MR. DIXON : Try and cut through this. 6 MR. NOWLIN : I ' m kind of confused here. 7 MR. DIXON : As I read the bylaws, it seems to me 8 that you two gentlemen can act on the three vacancies. 9 You can either select them individually or as a group, and 10 I don' t see that there is any need for a City Counsel 11 ratification relative to your individual selection or your 12 selection as a group before anything else is done. 13 As I read the bylaws, once someone is 14 elected, they are elected subject to disapproval by the 15 City Counsel which must be expressed within 30 days by 16 adoption of a resolution. 17 So the way I think it would work is you could 18 either pick one member and then the three of you could 19 pick one , pick two, however you wanted to do it or you 20 could pick all three. Whatever you do, the next thing 21 that happens is that goes to the City Counsel for their 22 approval, disapproval on, as I view it, an individual 23 basis. 24 MR. NOWLIN : Okay. And again, if at this point in 25 _ time, if I select Mr. Wamhoff? 26 MR. DIXON: Well -- HAHN AND BOWERSCCK (714) 752-7400 ( 213) 935-8413 s 25 1 MR. WAMHOFF : I don' t think you have to the way the 2 man was just talking. Is that -- 3 MR. DIXON: There' s no vacancy. If I might, sir. 4 There' s no vacancy. I suppose you could have a situation 5 where Mr. Wamhoff would resign and then there would- be 6 four vacancies and you could select four people. I think 7 the issue right now, in th-e interests of expediting this 8 matter, is to in some fashion pick a slate of people -- 9 MR. N OWL IN : Right. 10 MR. DIXON: -- and have that submitted to the 11 City Counsel for their review. .The city attorney doesn' t 12 seem to be -- and correct me if I' m misstating your 13 words -- saying anything to the contrary. 14 (Whereupon Ms. Newman left the meeting. ) 15 MR. DE LA L02A: No. I would agree with that 16 approach. I think that if this board at this point 17 selects three members and sends them forward to the 18 City Counsel , then there would be no argument as to that 19 procedure. 20 The only argument that I think -- the only 21 problem that I think could be raised is if this board 22 purports to at this time appoint or nominate Mr . Wamhoff 23 when in fact you wouldn' t have the majority vote that you 24 need in order to achieve that. 25 MR. DIXON: Let me comment on that because what -- 26 you know, a majority vote, that' s a good point. What is a t HAHN AND BOWE_.=OCK (714) 752-7400 935-8413 26 1 majority vote when you have only two and one is 2 disqualified? What we' re talking about here is 3 resubmitting Mr. Wamhoff' s name in some fashion to the 4 City Counsel . .5 MR. WAMHOFF: Well, is that necessary to be 6 resubmitted? If that be the case, we are members of the 7 board at this time; is that correct? 8 MR. DIXON : That' s correct. 9 MR. WAMHOFF: We can function as a board at this 10 time or did the City Counsel remove us from this board? 11 MR. DIXON: No. You' re still functioning until 12 your successors are elected. 13 MR. WAMHOFF: But by amendment at the meeting they 14 did disqualify all the members? 15 MR. DIXON: That' s correct. 16 MR. WAMHOFF : So are we members or not? 17 MR. NOWLIN : Well, we' re acting under the 18 provisions of the bylaws that we shall stay in the office 19 until we -- 20 MR. WAMHOFF: Unless we succeed ourselves. All 21 right. 22 MR. DIXON: The problem, the problem with this is, 23 it doesn' t say -- the bylaws don' t say what exactly 24 happens in the situation where the board has submitted 25 nominees, has actually elected people and submitted those 26 names, because they really aren' t nominees. They ' re -7400 (213) 935-8413 RAHN AND BOWERSOCR (714) 752 27 1 elected directors to the City Counsel, and then the 2 City Counsel rejects them within the 30-day period. 3 The bylaws are clear that that comes back to 4 the board for some sort of action. It doesn' t say that 5 it' s necessarily required that those people be removed, 6 although you can argue that back and forth and the 7 argument from the city' s perspective would be that 8 certainly would be the intent ; otherwise, there would be 9 no purpose in that language. 10 All -I' m suggesting to you is in the interests 11 of trying to expedite the matter, that if it' s the desire 12 of this board that Mr. Wamhoff ' s name be re-presented in 13 some fashion to the City Counsel for their consideration, 14 it seems to me that could be done in some fashion. 15 Technically, as Mr. -- 16 MR. DE LA LOZA: De La Loza. 17 MR. DIXON : .Thank you. -- points out, maybe there 18 isn' t a majority. It' s seems that you can take some 19 action, whether it be formal or informal, to request that 20 the City Counsel do that. 21 MR. WAMHOFF : Is that necessary? 22 MR. DIXON : Well, you have to do something. 23 MR. NOWLIN : Yes. 24 MR. DIXON : You have to do something to get the 25 name before the City Counsel. 26 MR. WAMHOFF: Okay. Fine. HAHN F-WD BOWERSOCR (714) 752-7400 (213) 9: 5-8413 28 1 MR. NOWLIN : Okay. Then if the -- if in the 2 appointing of the or electing of the new directors, if 3 there were -- if there were the present directors and one 4 of the new nominees present, then that would constitute a 5 quorum? A quorum that says it must be a majority with a 6 minimum three; is that right? 7 MR. DE LA LOZA: Well, sir, respectfully, for 8 purposes of , in effect, nominating new members of the 9 board, our recommendation would be that this board 10 nominate in the order of preference three additional 11 members for ratification by the City Counsel, and then 12 should the City Counsel agree to, say, the first two and 13 not the third, then at least you will have a sufficient 14 membership to come back and go through the same process as 15 to the fourth and fifth members of the Counsel -- of the 16 board. 17 MR. WAMHOFF: Can we submit more than three? 18 MR. NOWLIN : I'm not sure I agree with your 19 recommendation. 20 MR. WAMHOFF: Why don' t we submit more than three 21 and let the Counsel knock off who they want? If the 22 counsel wants to run this outf it, let them run this 23 outfit. 24 MR. NOWLIN : No, I don' t think we can. 25 MR. WAMHOFF : Why not? We were a seven-member 26 board. HAHN AND BOWERSCCR (714) 752-7400 ( 213Y 935-8413 29 1 MR. NOWLIN : Yes, but that was by resolution. 2 MR. WAMHOFF: Originally we had to have four for a 3 quorum. Then we went back to five when one or two of them 4 resigned, right? 5 MR. NOWLIN : Right. 6 MR. WAMHOFF : Okay. 7 MR. DIXON : My recommendation at this point is for 8 you to, however you want to do it, informally, formally, 9 ask the City Counsel to reconsider Mr. Wamhoff, and the 10 City Counsel can do whatever it wants on that issue and 11 that you also go ahead and fill the three vacancies. 12 MR. NOWLIN : Okay. 13 MR. DIXON: And of course the City Counsel can act 14 on each of those individually. 15 When those actions are taken, you, depending 16 on what they do, you know, you can then determine the 17 appropriate course of conduct. 18 MR. DE LA LOZA: Just for the record, sir, I 19 would -- I wonder if it wouldn' t be better to just do it 20 formally and by order of priority just so that as a matter 21 of record, we know who was first, who was second, and who 22 was third, and in that fashion the City Counsel can 23 address it in the same priority sequence. 24 MR. NOWLIN: If that were the case, then, if 25 Mr. Wamhoff were to resign, then I, as the sole remaining 26 person, could then make the appointments. HAHN AND BOWERSCCR (714) 752-7400 (213) 935-8413 T A` 30 1 Do you dispute that? 2 MR. DE LA LOZA: No. As a matter of fact, I don' t. 3 I believe that if Mr. Wamhoff were to resign, then you, 4 under the bylaws and under the Corporations Code, would 5 have the power to appoint at least one subject to approval 6 by the City Counsel . 7 That takes us back to the question for 8 purposes of expediting the process, I see no reason why 9 you couldn ' t appoint one, and then upon appointment of 10 that one, then the two of you could get together and 11 appoint the second and so on and so forth. In other 12 words, it just seems logical that once you've appointed 13 one, that the two of you can then get together and vote on 14 the second and the third nominees, all subject to approval 15 by the City Counsel . 16 MR. N OWL IN : Right. 17 MR. WAMHOFF: I am thoroughly confused at this 18 point. Okay. I' ll be honest with you. 19 I would like to take this time to say the 20 three that I picked out are -- I would say that they would 21 be equal weight. I don' t want to show any preference . I 22 don' t think it' s fair to show preference. I think they' re 23 all three qualified. And if you want to go alphabetical , 24 I' ll go alphabetical, but I will not show preference. 25 MR. DE LA LOZA: Well, I didn' t intend -- 26 MR. WAMHOFF: .I -- HAHN AN'!-' BOWER-c,"{'R (714) 752-7400 (213) 935-8413 31 1 MR. DE LA LOZA: I'm sorry. I didn' t intend to 2 leave you with the impression that -- 3 MR. WAMHOFF: I don' t think Joe Blow is better than 4 Alice Humphrey or something like that. That' s exactly 5 what you said. 6 MR. DE LA LOZA: I ' m sorry if I left you with that 7 impression. 8 What I meant was, if you only had one person 9 to choose, who would that one person be, and then once 10 you' ve made that selection, if you had another person to 11 choose, who would that be, and so on and so forth. 12 The reason, of course, is that it may be 13 argued down the road that the person who was number three 14 was really your first choice, and the City Counsel may or 15 may not want that first, second, or third choice. That' s 16 all I' m saying. 17 MR. DIXON : I don' t get it. 18 MR. NOWLIN : It don' t get it, either. 19 MR. WAMHOFF : I don' t get that. If they' re equal, 20 they' re equal. I mean, I' m not going to say he' s junior 21 to him and senior to the other party. I don' t think 22 that' s fair. 23 MR. DIXON : I ' m sorry, sir. I really don' t 24 understand what you' re trying -- 25 MR. DE LA LOZA: It gives the City Counsel an 26 opportunity to act individually on each of those HAHN AND BCWERSOCK (714) 752-7400 (213) 935-8413 32 1 persons -- 2 MR. WAMHOFF.: They can do it by alphabetical. 3 MR. NOWLIN : I would like to state that we are here 4 for the purposes of conducting the business of the 5 Public Facilities Corporation of Huntington -Beach. We are. 6 not here at the convenience of the City Counsel . This is • 7 a regular meeting of this corporation, and it' s a duly 8 constituted corporation; and we are here to conduct that 9 business, and we aren' t doing it for the, again, for 10 whatever consideration the Counsel members may or may not 11 have at some future time. 12 MR. DE LA LOZA: Well , it certainly isn' t our 13 intent to -- 14 MR. NOWLIN : Pardon me. I' m going to recess this 15 while I get another cup of coffee. 16 (Recess. ) 17 MR. NOWLIN : Terry, do you have any different 18 advice for us? 19 MR. DIXON : Well, we' ve discussed this quite a bit, 20 and the City Attorney -- the representative for the 21 City Attorney ' s Office and I have discussed this thing, 22 trying to work out some sort of a procedure that is 23 agreeable such that we can eliminate any sort of 24 procedural problems that may arise and lead this matter to 25 the issue of the merits, the merits being whether or not _ 26 certain people should be selected and whether or not they HAHN AND BOWERSOCK (714) 752-7400 (213) 935-8413 33 1 should be approved by the City Counsel. Basically -- 2 MR. WAMHOFF: You mean in what order? Is that what 3 you' re saying? 4 MR.. - DIXON: Well , that' s the merits. The. procedure 5 is the order. 6 It would be my recommendation that probably 7 the most expeditious procedure and that that would appear 8 to eliminate as many problems as possible would be that 9 you nominate and elect three people and you do it 10 individually. You do one, then a second, and then a 11 third, and that at the end of that, there be the request 12 to reconsider Mr. Wamhoff that has previously been 13 discussed and described by the board. 14 MR. NOWLIN : Okay. Now, these, if we did this, 15 these people that we elected, they would then sit on the 16 board and have a voice in this? 17 MR. WAMHOFF : Period. 18 MR. DIXON : Period. Once they _ are elected, they 19 would. 20 MR. NOWLIN : Okay. Then I still propose that my 21 number one order of business is the resubmission of 22 Mr . Wamhoff Is name. 23 MR. DIXON : Okay. 24 MR. NOWLIN : For the position of director. 25 MR. DE LA LOZA: Just for a clarification, I 26 wonder, Mr. Chairman -- HAHN AND BOWERSOCR (714) 752-7400 ( 213) 935-8413 A f f .i< +s. Vt 34 1 MR. WAMHOFF : Pardon me, sir. You' re here as an 2 observer for the City Counsel . I think we let you talk 3 enough. We are here with the meeting. I'm sorry. Let' s 4 continue on with the meeting. 5 MR.. DE LA LOZA: Well, .I was asking the chairman if 6 I could be recognized for clarification purposes. 7 MR. N OWL IN : okay. 8 MR. DE LA LOZA: Thank you, sir. 9 As I understood your question, you were 10 asking counsel whether or not the three nominees would 11 participate in the second step. 12 MR. NOWLIN : Qh-huh. 13 MR. DE LA LOZA: And that was whether or not to 14 forward Mr. Wamhoff ' s name for reconsideration. 15 MR. NOWL IN : uh-huh. 16 MR. DE LA LOZA: I didn' t mean to represent that 17 that would be necessary to Counsel, and if the Chairman 18 feels more comfortable, we would not press that particular 19 issue. 20 To be perfectly honest with you, I believe 21 that substantively the appointees would really -- the 22 nominees would really not be able to act as a body until 23 they were passed upon by the City Counsel. 24 MR. NOWLIN : I' m not sure that I agree with that 25 with the reading of the bylaws, and so, again, in my 26 position as president of this corporation, again, I am HAHN AND BOWERSOCQ (714) 752-7400 (213) 935-8413 35 1 appointing -- 2 MR. WAMHOFF: You want to get me in hell or high 3 water, huh, Red? 4 MR. NOWLIN : Yeah. So, again, just so the words 5 are right, do we -- do I as president appoint him as- 6 reappoint him as director subject to the normal action by 7' the City Counsel? 8 MR. DIXON : Well , again -- 9 MR. N OWL IN : What words do I use? 10 MR. DIXON : The whole area is unclear. You' ve got 11 two individuals. You've got the City Counsel having taken 12 an action to reject. With that action you still have you 13 two remaining in office until a successor is appointed. 14 The problem with this, we' re getting into 15 procedural problems, and what we' re trying to do is to 16 find a way to get the names before the City Counsel . 17 _There are various technical aspects of it. I 18 would -- I would suggest, recommend, that what you' re 19 asking for is a reconsideration of the actions taken by 20 the City Counsel relative to the rejection of Mr. Wamhoff . 21 MR. NOWL IN : Instead of asking for their 22 reconsideration, I would prefer to go through the 23 procedure of resubmitting it as a new submission. In the 24 past the Counsel has rejected submissions and then they 25 were later, those same _people, were later resubmitted and 26 the Counsel did approve them. So there is precedent for HAHN AND BCWERSOCK (714) 752-7400 (213) 935-8413 1 36 1 that. 2 So, therefore, what I want to do is I want 3 to, in essence, renominate Mr. Wamhoff as a director. 4 Now, then, does that take his resignation for 5 me to do that? 6 MR. WAMHOFF: No, because they undid -- they 7 excommunicated me before because we were not renominated 8 in January. Remember that? 9 MR. N OWL IN : Right. 10 MR. WAMHOFF: That' s the reason they said. That' s 11 the reason -- that' s the excuse they gave. 12 MR. DIXON: Well, again, I think we' re at the point 13 now where I don' t know that there' s a definitive answer. 14 I don' t know what was done in the past exactly. 15 _There are a number of possible things that 16 can be done. One of the things is that Mr. Wamhoff resign 17 and create a fourth vacancy. 18 MR. NOWLIN : Uh-huh. Right. 19 MR. DIXON : And then in some fashion you, as the 20 remaining and only member, could fill those vacancies. 21 MR. N OWL IN : Right. 22 MR. DIXON: Unfortunately, as we' ve been doing, 23 we' ve been discussing procedural things, and that runs 24 into a question about whether or not that fourth vacancy 25 was properly noticed, whether or not Mr. Wamhoff was 26 required to submit an application by a certain time, and HAHN AND BOWERSOCR (714) 752-7400 (213) 93 5-8413 37 1 that type of thing. 2 So I don' t feel real comfortable, to be quite 3 candid with you, about a resignation and an immediate 4 appointment after that. There are procedures for how you 5 fill vacancies. 6 MR. WAMHOFF: Well, at worst there are two members 7 on the board. Why don' t you just leave it that way, and 8 let' s go for three, the other ones. Let' s get it over 9 with. 10 MR. NOWLIN : Okay. Is that satisfactory? 11 MR. WAMHOFF : Fine. If they want to kick me off, 12 let them kick me off later on. 13 MR. DIXON : Well, what I think .I hear you saying is 14 to hold in abeyance this issue of resubmittal of 15 Mr. Wamhoff' s name, go ahead with your election -- 16 MR. WAMHOFF: Yeah, if there are three. 17 MR. DIXON: -- and then depending upon what the 18 City Counsel does relative to those three people, you 19 know, to act accordingly. 20 MR. NOWLIN : Okay, because he would still until -- 21 if we did that, then at the neat regular meeting, he would 22 still be a member until replaced? 23 MR. DIXON : Well, again, that' s what the bylaws 24 say, but, again, the caveat that I have to offer you is 25 that that' s not any definite thing -- 26 MR. NOWLIN : No, it' s not indefinite. HAHN AND BOWERSOCR (714) 752-7400 (213) 935-8413 r. 38 1 MR. DIXON: -- for existence. 2 'MR. NOWLIN : No, it' s not indefinite. However, 3 acting on at a regular meeting at the next subsequent 4 meeting -- well. Okay. Bill, should we -- 5 MR. WAMHOFF : Why don' t we both resign,. Red-? . 6 MR. NOWLIN : If we both resign -- 7 • MR. WAMHOFF : Let the City Counsel have it. 8 MR. NOWLIN : And then I assume -- 9 MR. WAMHOFF : That' s what they want anyway. 10 MR. NOWLIN : -- that it would go to the court? 11 That' s what the -- that' s what your office says? 12 MR. DE LA LOZA: Well , that' s what the 13 Corporations Code of the State of California does, and the 14 matter would then be referred to the Attorney General . 15 MR. NOWLIN : I have wanted to avoid putting this 16 organization into that kind of a spot. 17 MR. DE LA LOZA: Well, I think that' s prudent. I 18 think there' s no question that you both have a duty of due 19 care to perform -- 20 MR. NOWLIN: That' s right. 21 MR. DE LA LOZA: -- your functions, and until such 22 time as you' re appropriately relieved of those 23 responsibilities, it' s incumbent upon you to do so. 24 MR. NOWLIN : And which is what those bylaws and 25 articles of incorporation indicate. 26 MR. DE LA LOZA: Yes, sir. That' s correct. HAHN AND BOWERSOCK (714) 752-7400 (213) 935-8413 39 1 MR. DIXON : As I, you know, as .I read the 2 situation, something has to happen relative to the 3 resolution rejecting the four of you. 4 MR. WAMHOFF: Five. 5 MR. DIXON : Fo u r 6 MR. NOWLIN : They rejected four. 7 MR. WAMHOFF : Oh, yeah, Jerry, and Jerry resigned. 8 MR. NOWLIN : Jerry resigned. 9 MR. WAMHOFF: Pardon me. I'm sorry. 10 MR. DIXON : Where we' re at at this point is, you' ve 11 got to do something, whatever you want to call it, duty, _ 12 you know, carrying out your duties, et cetera. 13 MR. NOWLIN : That' s a commitment I've made. 14 MR. DIXON : I ' m trying to work out something that 15 procedurally isn' t going to cause any problems that are 16 going to aggravate the situation. Once we get to the 17 point where there are additional directors that have been 18 appointed, elected, and not rejected by the City Counsel , 19 of course those people will have a full vote. 20 MR. NOWLIN : Right. 21 MR. DIXON : And their vote would relate to, again, 22 the status of you two individuals. 23 Something, as I said, has to happen to both 24 of you. Either you are removed by the existing board, 25 whoever that may be -- and right now there isn' t anyone 26 other than yourselves -- some sort of a reconsideration, HAHN AND BOWERSOCR (714) 752-7400 ( 213) 935-8413 40 1 resubmittal, renomination, whatever you want to call it. 2 MR. NOWLIN : Okay. 3 MR. DIXON : -That' s what we' re trying to get at 4 her e. 5 MR. KISER : Can I say something-, Red? 6 MR. N OWL IN : Sure. 7 MR. KISER: If you both stay, pick three, submit 8 three, then your neat meeting you've got five members. At 9 that time -- 10 MR. WAMHOFF: No, you won' t have five if they -- 11 MR. KISER : You still, you haven' t replaced 12 yourself. 13 MR. WAMHOFF: If they reject two out of five -- two 14 out of three, rather. 15 MR. KISER: Well, if they rejected part of the 16 three, but if they accepted all three, then you have a 17 five-member board that can act as a quorum and resubmit 18 your two names. 19 MR. DIXON : You could do whatever you want at that 20 time. 21 MR. WAMHOFF: Then we' ve got a majority. 22 MR. RISER : You almost can' t resign and reappoint 23 or you' ll violate the Mayde Act. 24 MR. WAMHOFF : Right. _Then I resubmit everything to 25 be -- - 26 MR. KISER: No. It has to be posted. HAHN AND BOWERSOCK (714) 752-7400 (213) 935-8413 41 1 MR. NOWLIN : That' s the reason why we wanted our 2 attorney here, because -I am not familiar with whatever act 3 you just said that was. 4 MR. RISER: That' s one that has to happen. 5 MR.."NOWLIN : Okay. I don' t want to violate 6 anything. I want to get this damn business over with, and 7 frankly and for. the record, I'm sick and tired of all the 8 bullshit. 9 MR. WAMHOFF: Quote. 10 Mr. Chairman, or Mr. president, I' d like to 11 nominate three people, since it' s up to you to 12 acknowledge. -I would say they' re all equal. I would say 13 I don' t have preference over one or the other . 14 First one is Mr. Stephen Wight, next one is a 15 Miss Lorraine Faber, and the next one is Susan Newman. 16 MR. NOWLIN : -I approve your nominations, and I vote 17 in favor of them. 18 MR. WAMHOFF : Thank you. 19 MR. NOWLIN : Now, does that violate any act? 20 MR. DIXON : I don' t know if anyone can ever tell, 21 and I don' t mean to be facetious, but this is, you know, 22 it' s a fairly tricky procedural procedure here. 23 MR. WAMHOFF: This has never come up before. 24 MR. DIXON : The bylaws are not that clear as to 25 what happens when there' s a rejection. The clear 26 implication is you can' t stay in office indefinitely, but x HAHN AND BOWERSOCK (714) 752-7400 ( 213) 935-8413 42 1 also there' s the duty of having to take care of business 2 at least as far as appointing successors. . Where I think 3 this leaves us is that there' s three people for the I P P 4 City Counsel to consider. 5 MR. N OWL IN : Right. _ 6 MR. WAMHOFF: That` s right. t 7 MR. DIXON : And all we can do is see what action 8 the City Counsel takes on those three and see where that 9 leaves us, and unfortunately, that raises a number of i 10 questions which I don' t even want to begin to get into as 11 to the City Counsel possibly rejecting some or all of 1 12 those three people. i 13 MR. WAMHOFF: We won' t know for 30 days; is that ' 14 correct? I 15 MR. NOWLIN : We should know within 30 days. 16 MR. DIXON : Well, whenever the City Counsel wants 17 to act. i 18 MR. DE LA LOZA: My understanding is they ' re 19 meeting on Monday. 20 MR. NOWLIN : Well, they may or may not. They may 21 not have a quorum. -I have seen more than one time when I 22 they didn' t have a quorum. Just like we may not. 23 MR. KISER : We've got one other intermediate 24 procedure which always follows any new nominees is to send 25 them a letter and have them send it back to me accepting. 26 MR. NOWLIN : Okay. Sometimes they' re actually HAHN AND BOWERSOCK (714) 752-7400 (213) 935-8413 43 1 :going to do that. 2 MR. RISER: I assume they would if they applied. i' 3 MR. NOWL IN : Okay. t 4 MR. RISER: But we just have it to have in the ' 5 file. 6 MR. NOWLIN : We have one of the nominees here. 7 MR. WAMHOFF : -I want to -- before we -- .I want to i 8 thank the rest of the people for -- 9 MR. NOWLIN : Oh, yes. i 10 MR. WAMHOFF: -- participating. I didn' t say you 11 were better or worse than anybody else. I just think that 12 maybe we would act as a board faster and better -- I' m not 13 being facetious sarcastic or anything. Oka � g . rY I don' t 14 want any hard feelings with anybody. , 15 MR. NOWLIN : We have one of the nominees here. To i 16 expedite, can we ask him if he accepts? 17 MR. KISER: (Nods head.) 1 ' 18 _ MR. WAMHOFF: Mr. Stephen Wight? 19 MR. WIGHT : Yeah. One correction. There' s no R in 20 that name. It' s V-i-g-h-t. 21 And, yes, .I would be happy to accept. t 22 MR. WAMHOFF: Pardon me, sir. Stephen, we should i 1 23 apologize. 24 MR. WIGHT: That' s all right. It happens. I mean, 25 I go by Wright far more than I go by Wight. 26 MR. WAMHOFF: Again, .I would say Wright just -- HAHN AND BOWERSOCK (714) 752-7400 (213) 935-8413 44 1 again, I would say it without even looking at it. My 2 apol ogi es. 3 MR. NOWLIN : The intent is the same. 4 MR. WAMHOFF :_. We reaffirm it to Stephen W. Wight. 5 MR. NOWLIN : Okay. Is there any other business- - to 6 come before this body? 7 MR. WAMHOFF: Any audience participation? 8 MR. NOWLIN : Yes, does anyone care to say anything 9 that hasn' t said anything or that has said something? 10 Then the meeting is now adjourned, and following the 11 adjournment, Mr. Riser, I' m submitting my resignation from 12 this board. And Bill, there' s a copy of my resignation. 13 MR. WAMHOFF: We' re going to have to act upon this 14 at the next meeting. 15 MR. NOWLIN : I would like to say that even though 16 it' s been utter chaos the past, couple times, that it has 17 certainly been -- at times it has been less than 18 harmonious, but it' s been a great experience. It' s been 19 quite an education. Never having dealt with politicians 20 at this level before, _I had really no idea of the steps 21 that the politicians involved would go to, but it has been i 22 enlightening, and I appreciate the opportunity of having 23 served. 24 (Whereupon the meeting was adjourned.) 25 26 HAHN AND BOWERSOCR (714) 752-7400 ( 213) 935-8413 t 2 REPORTER'S CERTIFICATE 3 4 The undersigned Certified Shorthand Reporter 5 -roes hereby certify: 6 That the foregoing was taken before me--4t " 7 ;':e time and place therein set forth and was recorded - 8 =:enographically by me and was therefore transcribed, 9 Said transcript being a true copy of my shorthand notes 10 -:-hereof. 11 In witness whereof, I have subscribed my name 12 =his date DEC 0 !�a� 13 14 16 17 18 19 20 21 22 23 24 25 26 27 28 _ HAM AND BOWERSOCK �i��c by/�.,,,�a lA ¢rwl . 6j TI/NC of 71 BYLAWS OF i 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. • t Section 2. Qualification of Members; Termin- ation 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. 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. 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. 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 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 five (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- ing 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. t Elec- tion 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 principal among as many candidates as he shall think fit. The candidates receiving the highest number of 6. votes up 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. If 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 is to become effective. Section 5. Meetings. A. Regular Meetings . The Cor- poration shall provide for its regular meetings; pro- vided 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 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 M. Brown Act (commencing with Section 54950 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 Incorporation. 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, 8. • a one or more assistant secretaries, one or more assistant treasurers, and such other officer as may be appointed by the Board of Directors. One 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 shalli 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 Beard 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 9. 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 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 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 same manner as notices are given to the Directors of this Corporation. Notices shall be directed to the City Manager, P. O. 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 VII. 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 Articles of Incorporation. 13. Section 2. Power of irectors. Subject to the right of the m era as ovided in this Article to adopt, amend or repeal yl ws, any Bylaw other than a Bylaw or amendment Cher o changing the authorized number of directors y be ado p d, amended or repealed by the Board of D rectors. 14. TO 'r1.E: L!Y LAW.3 OF T HE : MINTINGTUN BEACH PUBLIC FACILITIES CORPORATION :'11e ful?owing Amendments to the Bylaws of the Huntingt.on Beach Fa-:ilities Corporation were duly motioned, seconded, and 11%:i(limously approved by a quorum of the Board of Directors at the ft:gl.ilar Meeting of October 29, 1975• Article III - Section 2 , Page 5 - Plumber and Qualification of ect cars. Add to the last line - " at the time of appointment" . Then fare, in its entirety, Section 2 of Article III shall be i ,+end-.d to read as follows: N,rmber and Qualification of Directors. The authorized number cif' ',jirectors shall be five (5) , until changed by amendment of these 1:1.-::; d+ily 'adopted by the members amending this Section. All ,)i re�,tor:• 7hall be residents of the City of Huntington Beach at the oe their appointment . ►.i^le V - erection 1, Page 11 - Approval of Directors . �: . '.ire Section 1 shall be deleted and replaced as follows : uroyal af' Directors . Directors, elected or appointed in the Bylaws of the Corporation, and in accordance _ :.� r,rovi:,ioris of the Ar�icles of Incorporation that the n f' t^e Hunr ington Beach Public Facilities Corporation t-,: Ly member:3 of the Corporation, shall be deemed approved ', i.ty Cci r,cil of the City of Huntington Beach, California, disapproved by Resolution transmitted or delivered Dir�irtors of the Huntington Beach Public Facilities Corporation, x it`t +r, r,11i:-ty (Du) days after Notice of such election or appointment o 'r fit , Co+mcil. Any elected or appointed Director shall serve or appointed Director and mc.•mt;er of the Corporation a Reno lut ion of Disapproval has beer received and i E,;- the .'oar•(1 cif' Directors of the H,iriti;i,-r.on Beach Public itiRs C(:rP,)r 0ri.on. All actions of any elected or appointed iiir r.c:r zl-, 11 h•s taL,LA unt-A.]_ Such time as the P-);Ird may effect by •r maj.-r•-i_ty vote of those members of the Board, excluding E ar-• 1 or 1. •• �Pt'A PUBLIC� Huntington Beach Public Facilities Corporation CJ INCOR•ORAT90 z y Post Office Box 190 Huntington Beach, California 92648 .i NOV[M�[R 21.1 70 Yy 0 '04IIFQR4%P BOARD OF DIRECTORS R.Dudley Boyce Raymond Bunker Brander D.Ca..tle Larry L.Curran Robert N.Poky WAIVER OF NOTICE OF MEETING OF THE BOARD OF DIRECTORS OF THE HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION FOR THE PURPOSE OF AMENDING BYLX4S 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 ratification be part of the minutes of the April 2$, 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 A �PGH PUBL/C�c . o� qc'; Huntington Beach Public Facilities Corporation �, g p L7 INCORPORATED z CIO Post Office Box 190 Huntington Beach, California 92648 - NOV EM BER 27,ia70 r2 O • �y - a RESOLUTION NO. CAL IFORN�P BOARD OF DIRECTORS A RESOLUTION OF THE BOARD OF DIRECTORS IL Dudley Boyce ESTABLISHING THE LOCATION OF THE PRINCIPAL Raymond Bunker` OFFICE AND PROVIDING FOR THE DATES, HOUR, Brander D:Castle- AND PLACE OF REGULAR MEETINGS Larry L.Curran, Robert N.Polly 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, establish the Principal Office of The Corporation to be fixed and located at The Corporation Yard of The City of Huntington Beach, at 17371 Gothard Street,. P.O. Box 190, Huntington Beach, California, 92648; r. RESOLVED, 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, California. Dated:. President,, H.B.P.F.C. 5'ecretary7,p H.B'.F:F.C. ATTEST Donald W.- Kiser Assistant. Secretary, HB.•P.F.G;- AMENDMENTS TO THE BYLAWS OF THE HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION f 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 Apri1_ 28, 1976. ARTICLE VII,' Section 2, Page 14t entitled Power of Directors shall be repealed in its entirety and omitted from the yaws. ARTICLE III, Section 21 Page 5 , entitled Number and Qualification of Directors ; and amended on October 29,7775, s a 1 be amended to read as follows: Number and Qualification of Directors. The authorized number of Directors shaii be seven , unti 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 at the time of their appointment. Dated: April 28, 1976 . t: • �P`f\ PUBL�C� • o� �c': Huntington Beach Public Facilities o g c s Corporation � ..con►onwTao m 17371 Gothard Street .► Novawoaw Z . � o Huntington Beach, California 92647 y �o . �aLiFORN,P A AENDMENT 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 a quorum of The Board of Directors at the regular meeting of May 30 , 1979 . ARTICLE III , Section 2 , Page 5 , entitled Number and (qualification 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 of Directors shall be five (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 it- the time of their appointment. Dated : May 30 , 1979 SUMMARY OF INFORMATION REGARDING H.B.P.F.C. DIRECTORS DATE OF DATE OF DATE OF DATE OF DIRECTOR APPOINTMENT RESIGNATION ACCEPTANCE APPLICAIION/RESUME RESIGNATION LETTER NOTES Donald R. Hodgman 11-27-70 01-25-71 Incorporating Pirectcr 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 05-29-85 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 ,c Mary Ellen Houseal 10-27-76 07-29-76 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 j, CITY OF HUNTINGTON 93EACH 2000 MAIN STREET CALIFORNIA 92648 March 10, 1988 Glenda F. Bell Project Coordinator JONES HALL HILL & WHITE Four Embarcadero Center, Ste. 1950 San Francisco, California 94111 Re: City of Huntington Beach Civic Improvement Corporation tl Dear Ms. Bell: Your letter dated January 26, 1988 to Ms. Alicia Wentworth, Huntington Beach City Clerk, has been forwarded to my office for response. Pursuant to your request in the aforementioned camTunique, please find enclosed the determination letter from the California Franchise Tax Board (Transcript Item No. 2) . If I may provide any further assistance, please do not hesitate to contact my office. 4ROBERT nistrator RJF:skd cc: Gail Hutton, City Attorney Alicia Wentworth, City Clerk Dan Villella, Director of Finance �w STATE OF CALIFORNIA FRANCHISE TAX BOARD 9750 BUSINESS PARK DRIVE,SUITE 214 SACRAMENTO,CALIFORNIA 95827-1702 February 29, 1988 In reply refer to 347 : APP : PH : dh: g City of Huntington Beach Civic Improvement Corporation Attention: Alicia Wentworth c/o City of Huntington Beach 2000 Main St. Huntington Beach, CA 92648 Purpose Public Facilities Financing Corporation Code Section 23701u Form of Organization Corporation Accounting Period Ending : June 30 Organization Humber 1537928 On the basis of your stated purposes and the understanding that your present operations will continue .or will be as proposed in your application, you are exempt from state franchise or income tax under the section of the Revenue and Taxation Code indicated above . Any changes in operation, character or purposes must be reported to this office immediately for consideration of their effect upon your exempt status . You also must report any change in name or address . You are required to file Form 199 (Exempt Organization Annual Information Return) or Form 199B (Exempt Organization Annual Information Statement) on or before the 15th day of the 5th month ( 4 1/2 months ) after the close of your accounting period . See annual instructions with forms for requirements . You are not required to file state franchise or income tax returns unless you have income subject to the unrelated business income tax under Section 23731 of the Code . In this event, you are required to file Form 109 (Exempt Organization Business Income Tax Return) by the 15th day of the 5th month (4 1/2 months ) after the close of your annual accounting period . Exemption from federal income or other taxes and other state taxes requires separate applications . Special Audit Section Telephone (800 ) 852-5711 cc : Registrar of Charitable Trusts k STATE OF CALIFORNIA FRANCHISE TAX BOARD Exempt Organization n P.O. BOX 942857 Change of Address or SACRAMENTO,QA 94257-4040 9 Election of Accounting Period Please complete items A, B, C, and E if the organization's income year is not shown or is incorrectly shown on the exemption letter. Please complete items A, B, D, and E if the address shown on the exemption letter is not the current mailing address of the organization. Please print and abbreviate if necessary. Sign, separate at the perforation, and return. Form 199 will be sent to you for your annual filing requirement approximately 15 days after the end of your accounting period. - - ------- --------- ----------------------------- - ------------------- --------------------------------------------------- A. DATE INTERNAL USE ONLY B. ORGANIZATION NUMBER TO: DATA STORAGE C. INCOME YEAR ADOPTED (Check one). REQUESTER CODE WAS - - ❑ CALENDAR (December 3t) POSTING CONTROL — — — ❑ FISCAL ._ (last day of any month other than December) (Enter Month) D. ADDRESS: CARE-OF NAME NUMBER & STREET CITY STATE ZIP CODE E. EXACT ORGANIZATION NAME SIGNATURE OF OFFICER AND TITLE F 18 3889(REV 8-87) .TONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION ATTORNEYS AT LAW CHARLES F.ADAMS FOUR EMBARCADERO CENTER STEPHEN R. CASALEOOIO SUITE 1950 ANDREW C. HALL,JR. SAN FRANCISCO 94111 KENNETH L JONES (415) 391-5780 PHILIP NELSON LEE WILLIAM H. MADISON AUTOMATIC(415) 391-5'784 PIER 5784TELEC BRIAN D.OUINT January 26, 1988 (415) 956-6308 PAUL J.THIMMIO SHARON STANTON WHITE Ms. Alicia Wentworth City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Re: City of Huntington Beach Civic Improvement Corporation Dear Alicia: Please find enclosed a copy of the Transcript containing the most recent Exemption Application prepared for the captioned. Please note that this Transcript still requires the determination letter from the California Franchise Tax Board (Transcript Item No. 2). Upon your receipt of this letter, please forward a copy to my attention. I am, Very truly yours, lenda F. Bull Project Coordinator RDF11 r7IS F 4li the r q/ State of California FRANCHISE TAX BOARD Sacramento, California 95667 November 10, 1986 In reply refer to 344 : PTS: jy✓ :d :344A City of Huntington Beach Civic Improvement Corporation c/o Alicia M. Wentworth 2000 Main Street Huntington Beach, CA 92648 Application for Exemption from Tax Corporate Number 1537928 f We have reviewed the application for exemption from tax of the above-named organizatior. under Section 23701f of the Revenue and 7awation C•:ide. Based on the informatlo n oresented in the exemption application, we have determined that the i_ity of yuntington Beach Civic Improvement �_rporation an agency of the City of Huntington Beach and is ooerating for public purposes. There is no provision, in the California Revenue and Taxation Code that authorizes the Franchise Tax Board to grant tax exemption to an operation supported and controlled by the courts or a political subdivision. in Housing Authority of Los Angeles County v. Dockweiler 14 C 2d, 437 ( 1939) , the court determined that public bodies are not required to pay either income or franchise taxes since such taxes do not apply to those agencies. Therefore, we are taking- no further action on your exemption application other than to notify you of your organization 's status as explained above. Please contact this office if there are' any questions. ZL, /7 Peter T. Shek, Tax Auditor Exempts and Special Tax Unit General Audit Section Telephone (916) 369-4171 JONES MALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION i ATTORNEYS AT LAW CHARLES F.ADAMS FOUR EMBARCADERO CENTER STEPHEN R. CASALEGGIO SUITE 1950 ANDREW C. HALL,JR. SAN FRANCISCO 94111 ISENNETH L JONES (415) 391-5780 PHILIP NELSON LEE WILLIAM H. MADISON AUTOMATIC TELECOPIER (415) 391-5784 BRIAN D. QUINT (415) 956--6308 PAUL J.THIMMIG SHARON STANTON WHITE November 10, 1987 Mr. Robert Franz Chief of Administrative Services City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Re: City of Huntington Beach Civic Improvement Corporation Dear Bob: I am happy to report that the Governor recently signed into law an amendment to the Revenue and Taxation Code (specifically, an amendment to add Section 23701f thereto) which provides an exemption from state income taxation for nonprofit corporations who act as a conduit for local government in connection with certificate of participation financings. While we are not entirely pleased with the language of the legislation, we understand that the Franchise Tax Board has agreed to reinstate the exemption for corporations such as the City of Huntington Beach Civic Improvement Corporation, and would expect such reinstatement to occur shortly. Very truly yours, ���✓�/ 4� Charles F. Adams CFA dfs.F7746 4 "L+Tf%cta..414cN FROM THE DESK OF Bette Barilla Council Secretary October 19 , 1987 HONORABLI' MAYOR KELLY AND T_LL CITY COUNCIL MEMBER, The following residents have called in or written to express their concerns regarding the PFC funds . The general consensus is that they do not wish the funds taken from the Library and returned to the General Fund. Thev want the monies expended for the Library. DORIS WILLIAMS 96F-6070 MARY PEREZ-17962 Highland Ln 02647 842-6082 CAROLYN WARNEMUENDE 840-6698 SUSAN LOWE-20751 Aquatic Ln 962-9625 VIVIAN FOSTER - 6931 Via Carona Drive (� �n H.B. 92647 L�-v�.►�- Y axX.o�,.-- �9 7- _.u`a A E 0020J OCTOBER 30, 1987 �PGH PUBLIC�q Huntington Beach Public Facilities Corporation Z INCORPORATED H 2O00 Main Street - Post Office Box 190 - Huntington Beach, California192648 i NOVEMBER 27,1970 rZ�y a�oC31 CAtIFORN�P DATA SKEET Meetings Held the Last Wednesday of the First Month of Each Quarter Central Library Facility, Balboa Room, 7771 Talbert Avenue Huntington Beach, California PRESIDENT: Mr. Joseph Garafalo (213) 513-5164 (Work) 16221 Typhoon Lane (714) 840-9270 (Home) Huntington Beach, Ca. 92649 Term: 02/12/86 - 07/27/88 VICE-PRESIDENT: Mr. Melvin J. Carpenter (714) 960-1462 (Home) 6722 Gate Hill Circle Huntington Beach, Ca. 92648 Term: 03/30/86 - 07/27/90 Y SECRETARY/ Mrs. Lorraine Faber (213) 431-7040 (Work) TREASURER: 15271 Nottingham Lane (213) 431-9440 (Work) Huntington Beach, Ca. 92647 (714) 897-3994 (Home) Term: 11/27/85 - 07/27/90 DIRECTORS: Mr. Thomas W. West (213) 494-9406 (Work) 6032 Manorffeld Dr. (714) 848-5786 (Home) Huntington Beach, Ca. 92648 Term: 02/12/86 - 07/27/89 Mr. Warren G. Hall (714) 962-3976 (Home) 9381 Nantucket Drive Huntington Beach, Ca. 92647 Term: 10/18/87 - 07/27/89 Five Member Corporation Staff Liaison: Dan T. Villella (714) 536-5228 Assistant Secretary, HBPFC Corporate Attorney: Mr. Terry Dixon (714) 851-1300 Bowie, Arneson, Kadi & Dixon 4920 Campus Drive Newport Beach, Ca. 92660 Trust Officer: Mr. Neil Barr (213) 228-4146 BANK OF AMERICA National Trust & Savings Assn. 555 South Flower Street Dept. 8510, 5th Floor t Los Angeles, Ca. 90071 /— W,Hat REQUEb f FOR CITY COUNCIL ACTION Qlize17 Date October 30, 1987 APPROVED BY CITY COUNCIL Submitted to: Honorable Mayor and City Council Members Submitted by: Paul E. Cook, Interim City Administrator A(_ Prepared by: Dan T. Villella, Director of Finance" CITY CLER Subject: Approval of Candidate for the Public Facilities Corporation Board of Directors Consistent with Council Policy? (Xl 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 Warren G. Hall to the City Council for approval to fill the vacant directorship, with a term which shall expire July 27, 1989. A decision by the City Council approving or disapproving this candidate is needed by November 27, 1987. 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 October 28, 1987, selected and submits the name of Warren G. Hall 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 action shall be the subject of 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 October 30, 1987. i 3338j NO 5/85 __ G&I 6>� A, Je CITY OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION 1 To ALICIA M. WENTWORTH From GAIL HUTTON City Clerk City Attorney Subject PFC AND MADDY ACT Date April 11 1987 guest: on: Does the Maddy Act apply to the Public Facilities-,- Corporation directors? Answer : No. Analysis : Government Code Section 54970 , et seq. , refers to the legislative body which has the "appointing power" over vacancies in advisory "boards , commissions, and committees . . . " The City Council has the power to accept or reject an appointee of the P .F .C . , but does noc have direct appointing power within the explicit language cf the Government Code . "Appoint" means "to name officially, " Webster ' s New Collegiate Dictionary, and the City Council itself does not "name" officials on behalf of the P .F .C . Conclusion: For the foregoing reasons , the Act does not apply. However , since the spirit of the Act found in the Legislative Findings , Govern- ment Code Section 54970 , is to further the objective of providing information to all citizens of the state about boards, commis- sions , and committees, we would see no harm in attempting whenever cossible to follow the requirements of the Maddy Act in the case of the P . F .C . / :L_ GAIL HUTTON City Attorney oe �" �f �► REQU NCIL ACTION 19�� Dae September 23 , 1987 . GITY Submitted to: �' Ho ity Council Members r Submitted by: P 1 E. Cook, Interim City Administrator Prepared by: � Robert J. Franz, Deputy City Administrator Subject: PUBLIC FACILITIES CORPORATION EXCESS FUNDS<__ a Md,r0 4ti1►�n _a/i.•Pct-s 5�� 4N s •ly,f�.s�•�,, rye; /,b. ,1s �.�0,, .4-�s zwe,a i7 f , ` Consistent with Council Policy ] Yes [ ] New Policy or Exception eo h/ 7 0 � //g/G Statement of Issue, Recommendation,Analysis, Funding Source,Alternative Actions,Attachments: Statement of Issue: The Public Facilities Corporation (PFC) is currently holding in excess of $1,100,000 over and above the amount required by bond indentures and allowed by IRS rulings. For one and a half years the city and the PFC have been discussing the disposition of the excess funds. Recommendation: It is recommended that the City Council instruct staff to notify the PFC that there is currently no approved capital improvement project for the Central Library which exceeds $1,100,000, that no such project is anticipated to be approved prior to July 1, 1988, (next year's budget), and that the City Council reaffirms its December 1, 1986, request to the PFC to release all excess funds to the city as reimbursement for rent previously paid. Analysis: At the regular meeting of December 1, 1986, Council acted to request the PFC to return all excess funds to the city (RCA and minutes attached). The Council motion also indicated that the returned funds would be identified as reserved for the library pending a study of library needs. Since the Council action of December 1986, staff has worked with the PFC to attempt to resolve this matter with a return of the funds to the city. As indicated in the attached materials, a concern exists regarding federal arbitrage requirements in regard to the funds that PFC is holding. Arbitrage is the difference between the interest earnings on reserve funds and the interest payments on the bonds. Interest earnings have been higher than interest payments on the PFC bonds issued in 1972. Such arbitrage is legal with certain restrictions. IRS placed a restriction on the PFC bonds by prohibiting any arbitrage on reserve funds except for "a reasonably required reserve fund of no more than 15 percent of the proceeds of the bond issue." This means the PFC can retain a reserve of $750,000 (15% of the $5,000,000 bond issue) without arbitrage restrictions. The balance of their current reserves are excess funds. The PFC's total current reserves are over $1,900,000 and the excess reserves are therefore over $1,150,000. P10 5/85 The PFC has four options on how to utilize excess funds to avoid arbitrage problems. Two of the four options are not practical or financially advisable (purchasing bonds or calling for redemption of bonds) this leaves the remaining options of transferring the money to the PFC's Construction Fund for "changes, alterations, and additions to the project" or lastly, to reimburse the city for rent previously paid. The last option is the one requested by the city in December of 1986. The PFC has chosen instead to transfer the money to the construction fund for "changes, alterations, and additions to the project" pending further input from the city. The problem with the PFC's action is that there is no city approved construction project of over $1,150,000 for "changes, alterations, or additions to the project." Realistically speaking, it is doubtful that Council will have a recommendation from staff to approve a capital improvement project of this magnitude prior to the 1988/89 budget process. It should be noted that a very preliminary estimate of the cost for a children's wing at the library is $2,000,000. This $2,000,000 project is part of over $15,000,000 in unfunded community facilities projects identified by the staff, Community Services Commission, and other advisory groups. As the Council is aware, a Library Needs Study is being conducted by the city. Once such a study is completed it will be submitted to Council for review and necessary action. The library support groups have attended PFC meetings to recommend that the PFC not release the funds to the city. Their letters are attached. The PFC understands that city agreement is necessary for any such capital improvements. As recent as their August 26, 1987 meeting the PFC has been advised by their legal counsel that they have an arbitrage problem (pages 4 and 5 of their minutes). On page five of the minutes their legal counsel, Ms. Arneson stated as follows "However, one of the stipulations was that if excess monies came in the rental (via higher interest earnings on the money than anticipated, etc.) excess rentals should not be accumulated, otherwise the bonds could be considered not tax exempt. Ms. Arneson stated this is the subject being discussed today. The Board does currently hold such excess funds at this time." The December 1986, Council action indicated that the excess funds, once returned, would be reserved for library use pending the result of the library needs assessment project. Although the Council is authorized to make this restriction on the returned funds, the PFC's attorney has indicated that such restriction cannot be a condition on the return of the funds (December 22, 1986 letter, page 2). In view of the legal advice from the City Attorney and the PFC's own legal counsel it seems important that the PFC return the excess funds to the city to avoid potential legal problems. The city could earmark the funds for the library pending the outcome and determination by the City Council. The funds would be used for no other purpose, pending further Council action. This solves the PFC's arbitrage problem and guarantees that the money will be held for library uses. Staff and the City Attorney believe that there is a serious risk of legal problems if the PFC continues to hold monies in their construction fund without an approved project. Funding Source: PFC reserves. s Attachments: 1. Memo dated September 8, 1987, to the City Council from the City Administrator; Subject: PFC Arbitrage. 2. Letter to Mayor from PFC dated September 1, 1987. 3. Memo from the Library Board of Trustees to City Council dated August 19, 1987; Subject: PFC. 4. Letter to PFC dated August 7, 1987 from library support groups. 5. PFC minutes dated August 26, 1987. 6. Memo from City Attorney, to City Administrator, dated February 5, 1987; Subject: PFC Arbitrage. 7. Letter from City Attorney to PFC dated March 26 1986; Subject: Prohibition Against Arbitrage. 8. Letter from IRS, dated July 23, 1971. 9. Letter from PFC attorney to PFC dated December 22, 1986. 10. Letter from Mayor to PFC dated June 5, 1987. 11. Letter to City Administrator from PFC dated April 15, 1987. 12. Letter from City Administrator to PFC Board dated December 5, 1986. 13. RCA dated November 25, 1986; Subject: PFC excess funds. 14. Page 11 of Council minutes dated 12/1/86. 15. Treasurers Report: PFC June 30, 1987. Alternatives- Reverse the prior City Council action and make a commitment now to a library construction project of $1,150,000 or more to be funded from excess PFC funds requesting the PFC to hold such funds in the construction account. PEC:RF/paj [.A, fe CITY OF HUNTINGTON BEACH CA 87-116 COUNCIL - ADMINISTRATOR COMMUNICATION MUNUNGTON MAC" To Honorable Mayor and From Charles W. Thompson, City Council Members City Administrator Subject P.F.C. ARBITRAGE Date September 8, 1987 This is to address recent questions regarding the Public Facilities Corporation (P.F.C.) arbitrage problem in holding approximately $1.1 million to $1.4 million of city funds in excess of bond requirements and the recent letters from library support groups favor- ing retention of such funds by the P.F.C. Virtually all of the questions stem from misconceptions as to what the P.F.C. was created to do and individual preferences as to how the funds should be used. Both the City Attor- ney and the P.F.C.'s own special attorney have advised the P.F.C. that they cannot hold these excess funds. This information has been communicated to the P.F.C. almost a year ago following City Council action in December, 1986, requesting the P.F.C. to remit the funds. It was thought that they were planning to correct the situation within a few months, however, no action has been taken to date. The P.F.C., in short, was created as the financial vehicle through which the city could de- velop and pay for the Library and City Hall. The two facilities were financed by separate bond issues in 1971 at which time there were no arbitrage restrictions. For some unknown reason, someone from the city wrote to IRS in 1971 requesting an opinion as to arbitrage on the then-pending bond issue. IRS responded (as could have been predicted) on their own, stating that this issue could not invest more than 15% of the proceeds at rates ex- ceeding the bond rates.' This would mean that only $750,000 could be invested at rates in excess of the bond interest - any excess would presumably be illegal arbitrage. The facilities were built under the auspices of a Public Facilities Corporation which was cre- ated by the city for the purpose of issuing bonds on the strength of a lease ("lease-back") with the city. The city pays an amount equal to the mortgage costs (principal and interest on the bonds) to the P.F.C. as "rent" or lease cost, and the P.F.C. must remit such funds to the paying agent for the bond holders. As a matter of protection to bond holders, the P.F.C. can hold an amount in excess of mort- gage costs equal to one year's debt requirements. The P.F.C. has no other use for funds and cannot expend any of the funds. Exceptions are minor items necessary for the discharge of their one and only function. The P.F.C. is not a legislative body or an advisory body. Mon- ies which have been accumulated through investment of debt funds are public funds and be- long to the taxpayers. The only legal body in the city with jurisdiction over the use (appro- priation) of public monies is the City Council. The excess funds of the P.F.C., which now 'simply accrue interest, represent what is termed arbitrage. Arbitrage, under these circumstances, is most likely illegal and could subject the city and its bond holders to serious consequences. The attached articles will illustrate what is meant by this statement. If the bonds were declared subject to taxation, the city would, most likely, be called to account for allowing this to happen. 1 -2- The P.F.C. should stop delaying and turn the funds over to the city. The City Council can then place the funds in a special account (and draw interest) to be used for any legitimate public purpose including the construction of a new wing on the library. This procedure places the responsibility where it belongs --in the hands of elected represent- atives. This matter should not be allowed to continue any longer. There is simply too much at stake and too much of a risk. It is recommended that the City Council reaffirm its pre- vious action and notify the P.F.C. that they should remit all excess funds to the city forthwith. Respectf submitted, Charles W. Thompson, City Administrator C WT:pf xc: Paul Cook Attachments P4N PUBLIC Huntington Beach Public Facilities Corporation a INCORPORATED R+ 2000 Main Street • Post Office Box 190 • Huntington Beach, California 92648 NOVEMBER 27.1970 y O© �y 16221 Typhoon Lane CAL IF 00P Huntington Beach CA 92649 01 September 1987 The Honorable Mayor Jack Kelly is Q City of Huntington Beach D 2000 Main Street St.P Huntington Beach, CA 92648 198� Dear Mayor Kelly: CITY OF HUNTINGTON BEACH ADMINISTRATIVE OFFICE This letter is in response to your correspondence of June 5, 1987 transmitted to the Huntington Beach Public Facilities Corporation Board of Directors. I apologize for the delay in answering your communication. As you know, Steve Wight was transferred out of the State of California by his company and had to resign as President of the Huntington Beach Public Facilities Corporation. At the last regular Board meeting held July 29, 1987, your correspondence was not on the agenda because of the lack of Continuity which was created by Mr. Wight's resignation. However, action was taken to discuss your communication to the Board. After much discussion by the Board and the Library Supporters, who are listed on Attachment I, Tom West and I were to write you a letter concerning the return of the excess PFC funds. Subsequent to 'that decision, two letters were transmitted to you, the City Council, and the Directors of the Public Facilities Corporation by the organizations supporting the Library. These are enclosed as Attachments II and III. As a result of these communications, Mr. West and I felt it important to consult with the City Council members responsible for liaison relationships with the Huntington Beach Public Facilities Corporation. This was done on August 25, 1987. Prior to this meeting with the members of the liaison City Council, a special meeting was called of the Huntington Beach Public Facilities Corporation for Wednesday, August 26, 1987, Attachment IV. �PGN PUBL�C�9 Huntington Beach Public Facilities Corporation Z INCORPORATED em 2000 Main Street • Post Office Box 190 • Huntington Beach, California 92648 .. NOVEM•ER 27.1f70 0 �y CAL IF 00%% ' P r At the special meeting of the Huntington Beach Public Facilities Corporation, the Board decided to defer an official reply to youret �f_�71ut�5 1987 until our regular meeting of Wednesday October 28, 1987 in or er to be certain that you and the City-CQuncil have had a oppo unity to receive the above referenced cotrespondence-f-rom the Library Support groups. Thank you for your continued patience with the Huntington Beach Public Facilities Corporation Board of Directors. Sincerely, se� Garafalo President Huntington Beach Public Facilities Corporation -JJG/mg cc: City Council City Administrator City Attorney Attachments -2- HUNTINGTON BEACH CITY OF HUNTINGTON BEACH 7111 TALBERT AVENUE • HUNTINGTON BEACH, CALIFORNIA 92Fz48 • TEL: (714) 842-4481 TO: Honorable Mayor and City Council FROM: Library Board of Trustees DATE: August 19, 1987 SUBJECT: Public Facilities Corporation As indicated in the attached letter from the library support groups , including the Library Patrons Foundation, Friends of the Library, and Friends of the Children' s Library, the Public Facilities Corporation has been requested to release funds unconditionally to the City. These funds are currently designated in a library construction account within the Public Facilities Corporation budget. The Board does not concur with this request. These funds have accrued from a bond approved by a vote of the taxpayers for library construction. The Library Board does not think that releasing these funds would be within the intent of the citizens of Huntington Beach who voted for bond approval . Therefore, the Library Board recommends that these funds be retained by the Public Facilities Corporation for construction of the library wing . The Board is concerned that by releasing these funds to the general fund of the city, they would be used for other capital improvement programs not within the scope of the library and bond issue. Respectfully submitted, r ✓ Vjj / Nancy J. Zeleznikar, Chair Library Board of Trustees -cc: Public Facilities Corporation Charles W. Thompson, City Administrator Max Bowman, Community Services Director Ron Hayden, Library Director Library Patrons Foundation Friends of the Library Friends of the Children' s Library D E C E - U AUG 2 n 1°87 CITY OF HUNTINGTON LEACH ADMINISTRATIVE OFF;CE August 7 , 1987 Board of Directors Huntington Beach Public Facilities Corporation 2000 Main Street Huntington Beach, CA 92648 Dear Directors : We are a group of library supporters consisting of the Library Patrons Foundation , Friends of the Library , and Friends of the Children ' s Library , who are concerned with, the potential loss of the Public Facilities Corporation funds for the Huntington Beach Central Library . ' . We strongly recommend that the Public Facilities Corporation retain control of all excess fund- intil the results of the Library Needs Assessment Studv are published and the City Council commits to capital expenditures to implement the study recommend- ations . . Please consider the original vision for the Huntington Beach Central Library , a vision that is yet to be fulfilled . The Public Facilities Corporation is looked upon by the public as guardian of that Library vision: -IA-. is important for the City Council and the Public Facilities `Board to review the spirit and the intent of the Public Facilities Corporation , its rela- tionship to the Library and the significance of an expanding library for the City of Huntington Beach . The time has come to complete the vision . We ask you to do this not only as the representatives of our support g_.oups and the more than '133 , 000 active Library patrons , but also on behalf , of the major businesses that have donated thousands of dollars to enhance the' Library ' s future . These corporations will contin- u�y-,to give financial support once a firm capital commitment is made by the City Council . Very truly yours , Ma 'y?7sey , E cutive Vice President Library Patrons Foundation _Dorothy Boesch , President Friends of the Library yncf Scott , President Friends of the Children ' s Library cc : Ci-ty Council , -City Administrator , Director of Community Services , Library Director . HUNTINdf'f6N BEACH PUBLIC FACILITIES COIiPORATION MINUTES SPECIAL MEETING OF AUGUST 26, 1987 The Special Meeting of the PFC was called to order by President Garafalo at the City of lIuntington Beach (ventral Library, lIuntington Beach, California at 4:05 P.M. on aforementioned date. Roll call was taken as recorded below. There were present from the Board: Thomas West Melvin Carpenter Joseph Garafalo Absent: Lorraine Faber Also attending were: Dan Villella, Assistant Secretary Shari Donoho, Recording Secretary Dr. Don Shipley, Member of the P�-trons Foundation & Library Board Marguerite Davenport, President - Patrons Foundation Rosie Barry, Member - Friends of the Children's Library Board Lyn Scott, President - Friends of the Children's Library Board Susan Baldi, Member - Friends of the Children's Library Board Donna Kavanagh, Member - Friends of the Children's Library Board Barbara Locke, Member - Library Patrons Foundation Nancy Zeleznikar, Chairman - Library Board Hal McDonald, Member - Library Board Buck Perkins, Member - Library Patrons Foundation Dorothy Boesch, President - Friends of the Library Diane Adams, Member - Library Patrons Foundation Mr. Garafalo indicated to those in attendance that Mr. Stephen Wight had resigned his post as President and that subsequent election,; had transferred the duties of President of the Public Facilities Corporation Board to Mr. Garafalo. Mr. Garafalo indicated that at the meeting of July 29, 1987, the Board had decided to write a letter to the Mayor describing the position of the Public Facilities Corporation Board and the Board's desire to work cooperatively with the City Council in realizing future goals pertaining to the Central Library Facility. Mr. Garafalo explained to those present that after the meeting he had recor :red sending the letter to Mayor I / and chose instead to have a meeting with Mr. West, Mr. Villella, Mrs. Finley and Mr. Green in an attempt to clarify the position of the Board and open lines of communication with the City Council. Mr. Garafalo read Mayor Kelly's June 5, 1987 letter to those in attendance: "Directors: As you are aware, the City Council acted in December of last year to request the PFC to provide all excess funds to the City. The City's intent was (and is) to hold such funds pending the outcome of the Library Needs Assessment Project. Your response of April 15, 1987 indicated that instead of responding affirmatively to the City's request, the PFC had decided to hold such funds in the PFC Construction Fund. The purpose of this letter is to reiterate the City Council's formal position on these matters. We request that the PFC forward all excess funds to the City without further delay. I understand from your letter and discussions with staff that you are transferring money from one account to another, but I find it difficult to understand how the arbitrage problems can be resolved with a transfer of money from one account to another. The City's decision to not request funding for the needs assessment project is related to your rejection of the City's request for all funds. The City's intent was to use a portion of the excess funds for the needs assessment project. Upon completion of the assessment, the City would then determine how to proceed, including the critical question of how to utilize the excess funds from the PFC. The excess funds belong to the public. The City believes that the elected City Council members have the duty and responsibility to determine how the excess PFC funds are used. To submit item by item funding requests, such as the needs assessment project, would place the PFC in the role of deciding how the excess PFC funds should be used. This is not consistent with our belief that the City Council has that duty and responsibility. Therefore, we are proceeding without the PFC funds that we requested." Mr. Garafalo wished to make it clear that the PFC cannot spend monies from the PFC accounts without City Council approval, and the City Council could not spend these monies without the PFC's approval. These governing bodies must work together. Mr. Garafalo opened the meeting to Mr. West and Mr. Carpenter for their comments. Mr. West indicated that he had no further comment at this time and deferred the meeting to Mr. Carpenter. Mr. Carpenter indicated that he had completed extensive research with regards to the Charter and indicated that he disagreed with Mr. Garafalo's statement that the City Council must agree with the PFC Board as to expenditure of funds. Mr. Carpenter went onto state that the Board could redeem bonds with the excess funds without Council approval. Mr. Carpenter referred back to a letter prepared by the PFC's legal counsel regarding four ways in which the Board may utilize excess funds; 1) purchase bonds, 2) call and redeem bonds, 3) make changes, alterations and/or additions to the project, 4) reimburse the City for any rent or additional rent prev ously paid. Further, Mr. Carpenter indicated that it was his belief that the excess funds did not belong to the public. Mr. Carpenter stated that after the payment of rents, he believed the excess funds 8 7.004/3391 j belonged to the PFC ar. .ot to the public in general. Mr. �-. rpenter could see no reason whatsoever that the PFC should not take steps to redeem bonds or purchase bonds and indicated that he did not feel the Board was carrying out the intent of the Charter. Further that he felt the impetus of the Charter was to redeem the bonds. He shared that he had read in the newspaper that removing the First Issue (Civic Center) from the PFC's and the action of issuing Certificates of Participation is now being challenged in court. Mr. Carpenter felt that there is a possibility that excess funds from the First Issue may be soon returned to the PFC. Ile felt that no further action should be taken at this point in time. Mr. Garafalo turned to PFC's legal counsel, Ms. Joan Arneson, for her comment regarding her December 22, 1986 letter. Mr. Garafalo called for a clarification of his previous statement that the Council cannot do anything with the excess funds without the PFC's approval, and the PFC cannot proceed without the Council's approval. Ms. Arneson indicated that this interpretation is correct when the Board is dealing with the subject of construction, due to the ownership and the lease, not because of the indenture. Mr. West inquired of legal counsel if the City could proceed with construction to the Second Issue (Central Library Facility) without the consent of the PFC. Ms. Arneson indicated that she was uncertain and had not considered the situation from such a perspective. The Board requested that Ms. Arneson research this issue and provide the Board with her opinion at the next regular meeting of the Board. Mr. West wished to clarify through legal counsel that the PFC is not obligated to return the monies to the City, but are obligated to proceed with one of the four recommendations as outlined previously, as well as an legal obligation to insure that the Board is not in conflict with arbitrage laws. Ms. Arneson indicated that this was correct. Mr. West indicated that at the meeting with the Council liaisons, Mrs. Finley and Mr. Green, the viability of having future discussions with the City Council was reviewed. Mrs. Finley and NIP. Green are taking this subject under advisement and will inform the board as to whether or not initiative shall be taken on the part of the Council to hold such further discussions. Dr. Shipley indicated that he felt history was important. He stated that the City Council's intent at the time of establishing the PFC was to pay off the Civic Center and Central Library Facility, which is the primary objective of the PFC. The Central Library and the park system, in a general election of the people of the City of Huntington Beach voted 60% in favor of constructing and establishing of the Library and park system. Dr. Shipley (who indicated he was speaking as a Huntington Beach citizen and not as a member of the Patrons Foundation of Library Board) feels that the Library is the most heavily utilized building by the public. Money should be retained for use at the Central Library. Dr. Shipley indicated that if this money is returned to the General Fund that it could be utilized to fund any number of curren: city projects. 8 7.004/3391 j Mr. Perkins inquir,._ if bonds were to be redeemed ii. it would require the entire amount of excess funds Mr. West advised that in the months that followed legal counsel's opinion as to alternatives for disposition of funds, that the Board did in fact look at bond redemption. The market is not such that this option is a viable alternative. Therefore, the other alternatives were more closely reviewed. The Board then moved, by wa of resolution, to realign the excess monies to the construction fund in anticipation of the Needs Assessment Study which is currently being conducted. It was the Board's firm belief that upon completion of the Needs Assessment Study recommendations of the study would result in the PFC financing various projects from the construction fund. The other option is to turn the money back to thhe�Cit4. These are the two options open to the PFC Board. Mr. West went onto state that it is his understanding that if in fact the City takes a position not to support the Library, regardless of the Needs Assessment Study, the Board would then be under some obligation to return the funds if for no other reason than to avoid the arbitrage issue. This is the dilemma that the Board faces in the sense that they may maintain funds in the construction fund but -onlyJin anticipation of future construction. Construction would not be viable if the City Council takes negative action toward the wishes of the Board and the Needs Assessment Study. Redemption of bonds is not currently a viable alternative. Ms. Baldi inquired as to who is conducting the Needs Assessment Study. Mr. West indicated that the City is conducting the Needs Assessment. Ms. Baldi inquired as through what vehicle the study was being conducted. Mr. West indicated that it is an internal staff activity, a consultant was hired and there i3 an advisory board. Ms. Baldi asked if this consulting firm was an objective group. 1Vir. West answered that he was not an active participant and would assume that the consulting firm was objective. Mr. Villella stated that the consulting firm is HBW and Associates from Dallas, Texas. The study is somewhat behind schedule, but the first draft of the report is estimated mid-September, with expectations that the final report would be completed by mid-October. Mr. Garafalo inquired of legal counsel if the PFC currently had an arbitrage problem. Ms. Arneson indicated that the Board has had the problem for a long time. Ms. Arneson went onto state that at the time the bonds were issued the Internal Revenue Service was asked what their opinion was as far as holding the money. The IRS indicated that the Board would not be able to hold excess monies. Toward that end, the PFC Board placed the excess funds in the construction fund. A simple transfer of funds does not cure the arbitrage problems, but the Board's intention was to tro ahead and spend the funds, but the current situation arose after that time. The arbitrag( simply means investing money to make more money than is currently paid on the borrower., funds. Ms. Arneson clarified that the Board has been faced with the unusual situation whe,e the Directors are attempting to resolve the problem through one of the avenues as previot3lv stated, but are unable to do so because of situations which are currently in existence. -4- 87.004/3391 j Ms. Arneson situp. d arbitrage for the audience. Wh the bonds were sold, one of . the provisions in the governing documents, the main document being the indenture which serves as the agreement between the PFC and the bondholders. Ms. Lyn Scott inquired who were the bondholders. Ms. Arneson stated that the public are the bondholders. Ms. Scott then inquired if she personally was considered a bondholder. Ms. Arneson indicated that Ms. Scott would be a bondholder only if she had invested in these particular bonds. Ms. Scott inquired whether it would be feasible to approach each bondholder to ascertain their desire in the disbursement of the PFC funds. Ms. Arneson indicated that it would not be feasible. Ms. Arneson continued, one of the provisions in the documents stipulated the way in which bonds could be paid off (principal and interest would be paid on these bonds) is that rent would be paid from the City. That money was to be taken by the Corporation and placed in a certain fund with the Trustee (which is a bank that is the 'Trustee for this financing) and payback to the bondholders when the various bonds fell due. Bonds come due a certain amount each year with interest. Generally speaking, when bonds are sold by a public agency, one of the features incorporated into the governing documents is that the interest is tax exempt to the people who own those bonds. Tax exemption cannot be maintained if certain conditions of the Internal Revenue Code are violated. One of those things is to borrow money just to invest to make more money. If public agencies are conducting such practices, that means that the bonds are not going to be tax exempt. At the time the bonds were issued, the Internal Revenue Service was asked their opinion as to whether or not these bonds would be tax exempt and it was determined that they would indeed be tax exempt. however, one of the stipulations was that if excess monies came in the rental (via higher interest earnings on the money than anticipated, etc.) excess rentals should not be accumulated, otherwise these bonds could be considered not tax exempt. Ms. Arneson stated that this is the subject being discussed today. The Board does currently hold such excess funds at this time. Ms. Boesch indicated that the excess funds have been held for quite sometime todate and wondered if the IRS had not approached the Board regarding the arbitrage situation. Ms. Arneson stated that as far as the Board is aware, the IRS does not know of the current arbitrage situation being experienced by the Board. Mr. West stated that everyone should go away from this meeting understanding that the Board has four ways in which it may sp( nd the excess funds. There are two primary ways the Board reviewed several months ago ind the consensus was the neither alternative was a cost effective method. The Board then had two secondary alternatives; 1) go toward construction, 2) return the excess funds to the City. It is at this point that there is a conflict between the two parties. -5- 87.004/339lj Ms. Arneson claril that in order to redeem bonds or phase bonds with the excess funds, it is not a prerequisite that it be cost effective. This would be a discretionary part of the Board's role. Mr. West stated that the critical variable now is whether or not the City Council is committed to doing anything in regard to the Library. If they are, it is appropriate that the monies be placed in the construction fund and follow the Board's intent to have the funds used appropriately. If the Council makes the decision that they are not going to do anything at the Library, then all the signals perceived by the Board during the last several months evaporate. In essence, there would be no place to spend the monies, as the Board cannot spend such funds without the consent of the Council, other than to redeem bonds. The City must make the decision to spend the money on the facility. Ms. Locke inquired as to who was paying for the Needs Assessment Study. Mr. West advised that the City Council is conducting the study, they are paying for the study and they will make the decision. Mr. West indicated that he presumed that there were people in the room who were participating in the evaluation of the study, and to his knowledge the various Boards were represented in that analysis phase. The PFC Board is not involved in the evaluation of the study as they do not need to be as they serve as a bank only. Ms. Zeleznikar stated that as Chairman of the Library Board that she felt the monies should stay with the Central Library Facility. Ms. Davenport stated that she understood that the reasoning behind calling a special meeting today was to make a determination on the retention of the excess monies by the PFC or returning the funds to the City. Mr. West indicated that this was correct. Ms. Davenport stated that since there is a study pending, and since the arbitrage problem has been in existence for quite sometime, it was her feeling that there would be no harm in holding off making such a decision until the results of the Needs Assessment Study are known. Ms. Davenport indicated that at this point, not even the City Council knows whether they will commit to a Library expansion. The next item on the agenda was review and possible adoption of Resolution 87-02, Return of Funds to City. Motion made to defer the topic to the regular meeting of the PFC Board to be held October 28, 1987. Motion seconded and approved. Mr. Carpenter indicated that his statements as made previously at this meeting were based on his anticipation of the "watch" change at City Hall. Mr. Carpenter advised that no one knows what could happen with regards to the Assessment Study prior to the PFC's meeting in October. Further, that if by the October meeting a determination has not been made as to the PFC's involvement in financing of construction activities at the Library, that he will probably be in favor of giving the money back to the City. He felt that the decision should be postponed, however, until the "watch" change has been made at City Hall and allow the Board to review what the Assessment Study has provided in the way of information. -k- 87.004/3391 j Mrs. Donoho inqui, if the Board would like legal coun , ix to attend the next meeting. Mr. Garafalo requested Ms. Arneson to attend the October 28, 1987 meeting to review her opinion as was requested earlier in the meeting. Mr. West felt that possible bond redemption should be reviewed once again. Mr. West inquired if the bond administrator could provide a recommendation on the viability of bond redemption. Mr. Villella felt, as did Ms. Arneson, that bond redemption is a judgment call by the Board. As far as the current market rate, Mr. Villella can obtain such information from the Trustee. Ms. Arneson stated that she was uncertain that the Trustee is in a position to give financial advice as far as what is economically a good idea and what is not. Mr. West withdrew his request regarding this subject. The meeting was then adjourned to the Regular Meeting of the Board at 4:00 P.M., October 28, 1987 at the Central Library Facility, Balboa Room, 7111 Talbert Avenue, Huntington Beach, California. SH I K. DO H Recording Secretary AN T. VILLELL Assistant Secretary, H.B.P.F.C. Note: Statements referred to hereinabove are noted as being in general only and are not intended to be verbatim quotes. Approved: JOSEPH GARAFALO President, H.B.P.F.C. LORRAINE FABER Secretary/Treasurer, H.B.P.F.C. 87.004/3391 j VIIAL CITY 4F HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION ►UNnNcfo«tea+ To CHARLES W. THOMPSON From GAIL HUTTON City Administrator City Attorney Subject PFC Arbitrage Date February 5, 1987 Reference: Memo dated 1/12/87 The opinion related in the referenced Bob Franz memo and the Bowie et al . , letter is exactly what we advised the PFC Directors and yourself many months ago . As a matter of fact , we advised Susie Newman to resign from the Board because it was apparent the PFC Board was not going to act regarding the surplus funds . It was my opinion that she might incur some personal financial liability if a bond molder or the city suffered losses because of their intransigency in the face of such advice . She sought and received the same advice from private counsel and did thereafter resign from the Board . The PFC Directors are clawing with fire by not reducing their surpiL:s by aisposing of the surplus funds ir, the only way t:,ey ca;. feasicly do it , i . e. , remit the excess funds to the cites' . Arnitrage consists of sailing_ in uncharted waters by this group C�f an.ateurs and may nave costly consequences to each of them and to t-he city . GAIL HUTTON City Attorney OFFICE OF =;1rk� CITY ATTORNEY r F.O.BOX 2740 2000 MAIN STREET HUNTINGTON BEACH CALIFORNIA 92647 GAIL HUTTON TELEPHONE City Attorney (714)53856M March 26, 1986 PUBLIC FACILITIES CORPORATION 17371 Gothard Street Huntington Beach, California 92648 Re: PROHIBITION AGAINST ARBITRAGE Gentlepersons : We noted, while reviewing the file, that the attached letter from the I.R.S. , dated July 23, 1971, expressly provides as follows : "If, after a reasonable period for construction has elapsed, a surplus, with the exception of a reasonably required reserve fund of no more than 15 percent of the proceeds of the bond issue, should accumulate as a result of any unused bond proceeds, or rentals, said surplus may not be used directly or indirectly to acquire securities or obligations which may be reasonably expected, at the time of the issuance of the bonds, to produce a yield, over the term of the issue, which is materially higher, as defined by the Income Tax Regulations, than the yield on the bonds. " It thus would appear that all funds in excess of those reserves should not be used to acquire securities and obligations producing a yield materially higher than the yield on the bonds. The Indenture of Mortgage and Deed of Trust provides, at Section 5014(b) that : "The balance remaining in the Bond Redemption Fund after making the deposits required by paragraph (a) of this section may be considered surplus by the trustee and . . . shall be utilized by the trustee . . . : "(i) to purchase bonds, or (ii) to call •for redemption and redeem . bonds, or (iii) to be transferred to the Construction Fund for changes, alterations, and additions to the project, or (iv) T6 reimburse the city for any rent or addi- tional rent previously paid . . . pursuant to the terms of the lease." Public Facilities Corporation March 26, 1986 Re : Prohibition Against Arbitrage Page Two In light of the above, we recommend that the Board study its sur- plus status and review the feasibility of utilizing such surplus funds as articulated above. Very truly yours, GAIL HUTTON City Attorney Attachment DID - � 1 Internal ilcvenc:c Jervice 7 Nu � /�•�( . Dale' In eply ref*, Ia. e.s JUL :s71 _ ;:I_I:2:3 :• Paul S. r:athansDn, Lsq. 0'Yelveny & },yers 611 hest Sixth Street Los xngeles, California 90017 Re: Huntington Beach Public Facilities Co rporat ion Lear Kr. Nathanson: This letter is in reply to your request, of July 6, 1971 th,4at a supplemental :-Lung letter be issued r-ith respect to the W15,oOJ,00:, bonds of the HuntinEton Beach Public FacLi_ities Corporation. On June 16, 1971, t! i5 office issued a r ul-=Z, Ln favor of the tax free status of the interest on those bonds. :age one of the aforementioned ­�inE. .,etter S;ateS t::G:., w- thin two years of the issuance of the bonds, t.....e facilities financed b those sJ_me bo:ids .m.u:st be fuLly constructed. i4m.;ever, we recognize the fact tha, statement is inco.m;)lete, for the City of Huntington Beach, California is author-Zed to extend such period of constrta iO 1 fOr an cQQit4O.,a1 year. Furthermore, the period of construction ray be exaended if such action is necessitated by certain unforeseen circu.:.stances. In page three, paragraphs trio and three, of our : l=rg letter of June 16, 1971, we refer to the intern al Rever.-ae Code' s pronibitior. against arbitral-e. Since those references are not exactly in line with the restrictions intended by the enactment of section 103(d ) of the lnte.—nal Revenue Code of 1954, our :titling letter of June 16, 1971 should be altered to reflect the foLlor_ng: "If;"after period for--conarrrucziorr has-- re Ta:Lred-reserve-fvn&-of,Tta-more tharr-15- pereemw oS._- :-hem Rc:p s-you-:•he..bond-issue�•ahouid accunula:.Q.:.s a_rezu;.6.ofrarrr- unated"bt! proceeds- dreL�6_.3� ` sis-t,:.ua ,ma�-not'"Z5�'�'trseC��rec ply'"ter indi:�ccti.-ta- &,cquirw- securities-•or -oblig&Uane which-cI&Y-ba-her.,po_n- .1,x,e�cpeateciab=the"ti1!i!''�S 'thC"iaauanca.a� e_' { bonds,q.,to-,produew a-yieldI--Vver'-the--term of-the-a. wh"si.a--maver1Eilrh* ;ier,"ItI"defined-b ",14co� j e claxrRegulativnst—t um-the=rie3cloa,,` onds.u d � s Paul S, 'athp—nson, Esq. -2- Please be assured that the modifications of our ruling letter of June 16, 1971, as discussed herein, shall not affect the conclusions reached in that letter. Sincerely yours, Chief, Individual Income Tax Branch s t BOWIE , ARNESON , KADI & DIXON A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 4920 CAMPUS DRIVE, SUITE A NEWPORT BEACH, CALIFORNIA 92660 ALEXANDER BOWIE' AREA CODE 714 JOAN C. ARNESON TELEPHONE 851-1300 TERRY E. DIXON (800) 423-6054 WILLIAM J. KADI ROBERT A. ANDERSON PATRICIA B. GIANNONE REF. OUR FILE ROBERT E. ANSLOW 8027 . 3 ROSIN C. FLORY December 22 , 1986 'A PROFESSIONAL CORPORATION Board of Directors Huntington Beach Public Facilities Corporation 7111 Talbert Avenue Huntington Beach, CA 92647 Re : Disposition of Funds Dear Members of the Board : The Board of Directors has asked us to review the recent communication from the City Administrator ( letter dated December 5 , 1986 ) and to provide responses to its questions raised in regard ,.o such letter. Rebate of Funds The first question is whether the City may demand the funds be paid to it as rebated rent. As we have discussed previously, the Public Facilities Corporation ( PFC) has certain specified options with respect to the disposition of surplus monies in the bond redemption fund. The September 1 , 1972 Indenture of Mortgage and Deed of Trust ( Library Bonds ) specifies, in Section 504 (b) , that the balance remaining in such fund after making deposits required to cure deficiencies in other funds , if any, ( see our letter of November 20, 1986 describing the required balances of the various funds ) may be considered surplus by the trustee and , upon receipt of a resolution of the Board of Directors of the PFC giving such direction, the surplus shall be utilized by the trustee in accordance with the following provisions : 1 . To purchase bonds on the best terms obtainable with reasonable diligence but with a price not to exceed 104% of the principal amount plus accrued interest ( §504 (b) ( i) ) ; or 2. To call and redeem bonds on the next interest payment date ( 5504 (b) ( ii ) ) ; or 3 . To make changes , alterations and additions to the project ( §504 (b) ( iii ) ) ; or BOWIE , ARNESON, KADI & DIXON A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS Board of Directors Huntington Beach Public Facilities Corporation Page 2 4 . To reimburse the City for any rent or additional rent previously paid under the 1972 Lease (§504 (b) ( iv ) ) . The above-referenced provision of the Indenture places the selection among these options within the discretion of the PFC. (As we discussed with you previously, the Indenture does not, owever, allow the PFC to eec�line to make any of the choices and simply hold the funds. ) As this decision is to be made in the PFC' s discretion, we would view the December 5 , 1986 letter from the City Administrator simply as a request that the PFC elect the fourth listed option to rebate rent to the City. The City is certainly entitled to request that the PFC choose a particular option for disposition of the funds , but the Indenture does not contain any provisions requiring the PFC to honor such request and the PFC would still be entitle(: to elect any of the four options . Account Held by City The next question is whether any concerns would remain if the City were to be given the rebate of surplus funds and agree to hold them for library purposes. It is our opinion that if the PFC were to return funds to the City as re t d rent it :V in the use of the funds even iftbe City- promised to use them for library purposes. We feel it would not be appropriate for t ity ana t`fie' PF e returned monies would be held intact as a fund and used at some future time for a library project, because this aise— a ossible inference tha r m lv a reed between t emse ves to move the fund from the PFC's name into the City' s name as a device to avoid arbitra e constraints. T hus I be ieve if there is a rebate, it would have to be a bona fide transfer of such money back to the City. Open Market Purchase of Bonds A further question is whether the PFC may independently direct the open market purchase of bonds . The PFC by its independent action ( i .e. by giving direction to the trustee ) may either purchase bonds as allowed in Section 504 (b) ( i ) of the Indenture, as long as the price does not exceed 104% , or BOWIE , ARNESON, KADI & DIXON A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS Board of Directors Huntington Beach Public Facilities Corporation Page 3 it may call and redeem bonds pursuant to Section 504 (b) ( ii ) . As to the latter, the redemption prices, dates, call notices and procedures for payment by the trustee are set forth in Sections 301 - 305 of the Indenture . Construction Projects The third option, as noted above , is to transfer moneys to the construction fund for changes , alterations and additions to the project. Pursuant to the September 1 , 1972 Lease and Sublease (Library Bonds ) , the City owns the site and has leased it under a ground lease to the PFC (Section 1 ) . The PFC is subleasing the site to the City as improved by the construction of the facilities (Section 4 ) . The City has retained beneficial interest in the project , in that , at the conclusion of the ground lease the project and all other assets of the Corporation are to be returned to the City (Sections 1 and 9 ) . Section 7 of the Lease provides that 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 PFC. Pursuant to Section 10 , the City "shall have the responsibility for all management, operation, maintenance and repair of the Facilities" . Based on our reading of these sections , we believe the Pic' c-r>>11d be challen ed if construction ro 'ects which woul necessitate the use of the site were undertaken without the approval an concurrence of the City. We are of the opinion that under Section 504 ( b) ( iii ) of the Indenture, the PFC has the unqualified right to elect that the funds be used for changes , alterations and additions to the project, although we recognize that a stalemate _would result if the City chose to "block" this right b refusingto approve any change, alteration or a ition. If_that besQmPs-�he case , the situation should be further reviewed as to legal considerations and recourses at that point. �— J� City o f Huntington Beach �.' 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE MAYOR Telephone(714)536-5553 June 5, 1987 Huntington Beach Public Facilities Corporation 7771 Talbert Avenue Huntington Beach, California 92648 Directors: As you are aware, the City Council acted in December of last year to request the PFC to provide all excess funds to the City. The City's intent was (and is) to hold such funds pending the outcome of the Library Needs Assessment Project. Your response of April 15, 1987 indicated that instead of responding affirmatively to the City's request, the PFC had decided to hold such funds in the PFC Construction Fund. The purpose of this letter is to reiterate the City Council's formal position on these matters. We request that the PFC forward all excess funds to the City without further delay. I understand from your letter and discussions with staff that you are transferring money from one account to another, but I find it difficult to understand how the arbitrage problems can be resolved with a transfer of money from one account to another. The City's decision to not request funding for the needs assessment project is related to your rejection of the City's request for all excess funds. The City's intent was to use a portion of the excess funds for the needs assessment project. Upon completion of the assessment, the City would then determine how to proceed, including the critical question of how to utilize the excess funds from the PFC. The excess funds belong to the public. The City believes that the elected City Council members have the duty and responsibility to determine how the excess PFC funds are used. To submit item by item funding requests, such as the needs assessment project, would place the PFC in the role of deciding how the excess PFC funds should be used. This is not consistent with our belief that the City Council has that duty and responsibility. Therefore, we are proceeding without the PFC funds that we requested. Sin , JA KE L , a JK:skd cc: City Council City Administrator City Attorney Anjo,Japan SISTER CITIES Waitemata,New Zealand PUBLIC�9 , Huntington Beach Public Facilities Corporation INCORPORATED Cos2000 Main Street • Post Office Box 190 • Huntington Beach, California 92648 s+ NOVEMBER 27.1970 Oy a0n April 15, 1987 CAL IF 00%lk Mr. Charles W. 'Thompson City Administrator CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, California 92648 Dear Charles: On behalf of, and under the direction of, the Directors of the Public Facilities Corporation (PFC), I am respcmding to your letter received during our December 8, 1986 meeting and rfeferred to legal c.—ounsel. In the letter you relayed a request from the City Council that any excess PEC funds be rebated to the City. Subsequently, informal discussion was held in your office with Councilpersons Finley and Green. as well as PFC Vice President Joe Garafalo, Deputy City Administrator Robert Franz and myself. PFC board members appreciate our being afforded the opportunity to have that initial free flowing discussion with our City Council liaisons and City administration. We reviewed 1986 PFC board activities and current focus. Assurances were given that the PFC board recognizes its supportive role in regards to the Central Library. Hopefully, our discussion relative to the recent PFC request for City staff to prepare a suggested request for proposal (RFP) of a consultant study of current and future library needs brought into focus the fact that the PFC board does not wish to assume a decision making role in regards to the Library. The PFC board's intent is to support the City Council decision making process, and to be a potential funding source for library rehab or expansion projects, consistent with the PFC Charter, as approved from time to time by the City Council. PFC board members are pleased that the City Council has recently acted to authorize a RFP for Library facilities and services assessment. The City Council's request for rebate of funds was subject to discussion at the PFC's late January meeting, in the presence of Councilpersons Finley and Green. The board wishes to continue consideration of surplus fund disposition until after the library needs assessment study is available to you. In the meantime, the PFC board has addressed your arbitrage concerns. By resolution action directing that the PFC account balances be realigned to move funds, above those amounts needed in the reserve and bond redemption accounts, into the construction account. This has been done following the advice as given by PFC's legal counsel. d� l� l j Mr. Charles W. Thompson • . CITY OF HUNTINGTON BEACH Construction fund monies can now be made available for site improvements or rehab work on the Library leasehold upon City Council request. Additionally, the PFC board offers to fund or reimburse the City for costs of the library consultant study stands. We look forward to a continuing dialogue with the City Council through your appointed liaisons and City staff. Sincerely, L RRAINE FABER H.B.P.F.C. Secretary/Treasurer , LF:skd cc: Honorable Mayor & City Council Members Robert J. Franz, Deputy City Administrator Melvin Bowman, Director Community Services Dan T. Villella, HBPFC Assistant Secretary Donald Kiser, HBPFC Assistant Secretary -2- 3063j 3� City o Huntington Hunti ton Beach 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY ADMINISTRATOR December 5, 1986 Board of Directors Huntington Beach Public Facilities Corporation 7111 Talbert Avenue Huntington Beach, California 92647 Dear Members of the Board: Your recent report and request of the city was reviewed by the City Council on Monday, December 1, 1986, along with the attached staff report. The Council action on Decem- ber lst was to request that the Public Facilities Corporation return all excess funds to the city, and that the city reserve those funds for Library purposes pending the comple- tion of a study of the Library needs. There was a lengthy discussion on this matter at the Council meeting with several points of view being expressed by the members of the City Council. I believe that there is a good understanding on the part of the Council of the issues involved, and that their action represents their concurrence that a study of the long term Library needs should be conducted. If the study results in a determina- tion to expend major sums of money, then the funds would be available from the ear- marked funds that had been received from the Public Facilities Corporation. There was also some discussion at the Council meeting about the Public Facilities Cor- poration being in a problematic position regarding arbitrage restrictions under federal law. It is noted from the minutes of your July 30, 1986, meeting that your legal coun- sel advised you that you could retain up to 15010 of the original issue ($750,000) in a re- serve fund without concern about arbitrage. The City Attorney advised you similarly by letter dated March 26, 1986. Lastly, the IRS provided a letter dated July 23, 1971, which placed the restriction on the amount of funds the Public Facilities Corporation can legally retain without arbitrage limitations. It would appear that a positive response to the Council's request would be consistent with the need of the Public Facilities Corporation to resolve the arbitrage problem. A positive response would also seem to be consistent with the original creation of the Pub- lic facilities Corporation to facilitate the issuance of long term debt to finance the Li- brary and serve as the legal mechanism to retire the bonds held by bondholders who pro- vided the funds to build the Library. As you know, at the conclusion of the repayment to those bondholders, all funds held by the Public Facilities Corporation would be returned to the city. Those funds then would be available for use by the city through an appro- priation of the funds by the elected public officials on the City Council. -2- The P.F.C. should stop delaying and turn the funds over to the city. The City Council can then place the funds in a special account (and draw interest) to be used for any legitimate public purpose including the construction of a new wing on the library. This procedure places the responsibility where it belongs --in the hands of elected represent- atives. This matter should not be allowed to continue any longer. There is simply too much at stake and too much of a risk. It is recommended that the City Council reaffirm its pre- vious action and notify the P.F.C. that they should remit all excess funds to the city forthwith. Respectf submitted, Charles W. Thompson, City Administrator CWT:pf xc: Paul Cook Attachments REQUEST FOR CITY COUNCIL ACTION Date November 25, 1986 Submitted to: Honorable Mayor and City Council Members Submitted by: Charles )�. Thompson, City Administrators L�, Prepared by: Richard Barnard, Assistant to the City Administrator Subject: PUBLIC FACILITIES CORPORATION EXCESS FUNDS Consistent with Council Policy? ( xj Yes [ ) New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: Statement of Issue: The Public Facilities Corporation (PFC) has been discussing a plan to fund (up to $100,000) for a consultant study to conduct a feasibility assessment of the central library and proposed expansion of the children's wing and parking facilities. Recommendation: It is recommended that the Citv Council make a determination as to whether a feasibility study should be conducted regarding library need and request the PFC to release all excess funcs to the city. analysis: The PFC has been discussing how $1,179,000 of excess funds that are currently in PFC accounts should be expended. Much of their discussion has been centered on the possible expansion of the children's caving of the library and associates parking needs. The City Council has sole discretion as to how these public funds should be allocated and-,-.-- to set the goals and objectives for the city. The PFC's primary responsibility is to assure--:" that the financial obligation toward the bond holders are met. Any excess funds the PFC has in its possession are to be returned to the city since these funds had their origin in the city's general fund. Fundinz Source: If City council authorizes the consultant stucy, funds for the study should come from that portion of the S1,179,000 excess funds that PFC returns to the city. '%lternative• 1. Not to request PFC to return excess funds to the city. 2. Request the PFC to fund the proposed feasibility study. Attachments: I. Letter from Max Bowman to Charles Thompson, dated 11/20/86. ` 2. Letter from Lorraine Faber, Secretary/Treasurer for PFC, dated 11/24/86. � 1 / Page 11 - Council Minutes - 12/1/86 AYES: Winchell, Mays, Finley, Kelly, Erskine, Green, Bannister } NOES: None ABSENT: None PUBLIC FACILITIES CORPORATION EXCESS FUNDS - TO BE TURNED OVER TO CITY AND The City Clerk presented a communication from the Assistant to the City Admin- istrator regarding discussion by the Public Facilities Corporation of a plan to fund up to $100,000 for a consultant study to conduct a feasibility assess- ment of the central library and proposed expansion of the children's wing and parking facilities. The City Administrator presented a staff report. A motion was made by Mays, seconded by Green, to request the Public Facilities Corporation to release all excess funds to the City and that a list of pro- jects be prepared and returned to Council December 15, 1986. Discussion was held regarding using the money for library needs. Discussion was held between Council and the City Attorney regarding the possibility of a citizen bringing a case on arbitrage against the city. Councilman Mays amended the motion to request the Public Facilities Corporation to release all excess funds to the City and to direct staff to conduct an in-house study of library needs. A motion was made by Winchell, seconded by Bannister, to amend the main motion to include that the funds be identified as reserved for the library pending a study of library needs. The amendment carried by the following roll call vote: AYES: Winchell, Mays, Finley, Erskine, Green, Bannister NOES: Kelly ABSENT: None The amended motion made by Mays, seconded by Green, to request the Public Facilities Corporation to release all excess funds to the City, to direct staff to conduct an in-house study of library needs and to identify the funds as reserved for the library, pending the study of library needs, carried by the following roll call vote: AYES: Winchell, Mays, Finley, Erskine, Green, Bannister NOES: Kelly ABSENT: None ORDINANCES ADOPTED On motion by Kelly, seconded by Finley, Council adopted Ordinance Nos. 2886, 2855, 2881 and 2889 by the following roll call vote: AYES: Winchell, Mays, Finley, Kelly, Erskine, Green, Bannister NOES: None ABSENT: None Tr -surer's Report Huntington Beac, Alic Facilities Corporation Status of Committed and Non-Committed Funds Quarter Ending June 30, 1987 Committed/Required Funds Bond Reserve $ 399,000.00 Bond Principal Due 09/01/87 210,000.00 Bond Interest Due 09/01/87 88,294.25 Bond Interest Due 03/01/88 82,518.25 Total Requirement $ 779,812.50 Total Non-Committed Funds $ 1 ,149,906.12 Total PFC Funds $ 1 ,929,718.62 (D ► 6-4 REQUES i FOR CITY COUNCIL ACTION Date August 7, 1987 Submitted to: Honorable Mayor and City Council Members Gp Submitted by: Charles W. Thompson, City Administrator n �n Prepared by: Dan T. Villella, Director of Finance Subject: Approval of Candidates for the Public Facilities ratio oard ectors Consistent with Council Policy? [x] Yes [ ] New Policy or Excepti 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 has submitted their names to the City Council for approval to continue to serve as members of the Public Facilities Corporation Board of Directors with terms staggered as follows; Joseph Garafalo - one year, Tom West - two years, Lorraine Faber - three years, Melvin Carpenter - three years. Mr. Stephen Wight resigned his post as of July 29, 1987 and elections are due to be held to fill this vacant position at the regular October 28, 1987 meeting of the PFC Board. A decision by the City Council approving or disapproving these candidates is needed by August 28, 1987. 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 each of the candidates recommended by the Public Facilities Board of Directors. Analysis: The PFC Board of Directors, in an action taken July 29, 1987, selected and submitted four names to the City Council for consideration and approval as continued terms of four of the existing PFC Board Directors. The City Council may take action to approve or disapprove each of the 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. 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 August 3, 1987. 3338j 100V Plo 5/85 STATEMENT OF THE ACTION OF THE CITY COUNCIL Council Chamber, City Hall Huntington Beach, California Monday, August 17, 1987 Mayor Kelly called the regular meeting of the City Council of the City of Huntington Beach to order at 7 p.m. ROLL CALL Present: Winchell, Mays, Erskine, Green, Bannister Absent: Finley, Kelly CONSENT CALENDAR - (ITEMS APPROVED) On motion by Green, second Mays, Council approved the following items, as recommended, by the following roll call vote: AYES: Winchell, Mays, Erskine, Green, Bannister NOES: None ABSENT: Finley, Kelly APPROVAL OF CANDIDATES - PUBLIC FACILITIES CORPORATION BOARD OF DIRECTORS - Approved the reappointments of the following persons to the Public Facilities Corporation Board of Directors: Joseph Garafalo (one year) , Tom West (two years) Lorraine Faber (three years) , Melvin Carpenter (three years) . Mayor Kelly adjourned the regular meeting of the City Council of the City of Huntington Beach. ATTEST: Alicia M. Wentworth City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California Connie Brockway Deputy City Clerk STATE OF CALIFORNIA ) County of Orange ) City of Huntington Beach) I, ALICIA M. WENTWORTH, 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 meeting held on the 17th day of August 1987. WITNESS my hand and seal of the said City of Huntington Beach this the 19th day of August, 1987. Alicia M. Wentworth City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California Connie Brockway Deputy City Clerk Deputy ��PGN PtlBl,/C�'9l► Huntington Beach Public Facilities Corporation Z INCORrORAT6D A 2000 Main Street Post Office Box 190 • Huntington Beach, California 92648 ... NOVEMBER 27.1970 ti rt�y aoc� CA(IFGOXX ' FEBRUARY 2, 1987 HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION DATA SHEET PRESIDENT: Mr. Stephen W. Wight (714) 261-9650 (Work) 9763 Hampton Court (714) 963-2992 (Home) Fountain Valley, Ca. 92708 VICE PRESIDENT: Mr. Joseph Garafalo (213) 513-5164 (Work) 16221 Typhoon Lane (714) 840-9270 (Home) Huntington Beach, Ca. 92649 SECRETARY/ Mrs. Lorraine Faber (213) 431-7040 (Work) TREASURER: 15271 Nottingham Lane (213) 431-9440 (Work) Huntington Beach, Ca. 92647 (714) 897-3994 (Home) DIRECTORS: Mr. Thomas W. West (213) 590-5937 (Work) 6032 Manorfield Dr. (714) 848-5786 (Home) Huntington Beach, Ca. 92648 Mr. Melvin J. Carpenter (714) 960-1462 (Home) 6722 Gate Hill Circle Huntington Beach, Ca. 92648 Corporate Attorney: -Mr. Terry Dixon (714) 851-1300 Bowie, Arneson, Kadi & Dixon 4920 Campus Drive Newport Beach, Ca. 92660 Trust Officer: Mr. Neil Barr (213) 228-4146 BANK OF AMERICA National Trust & Savings Assn. 555 South Flower Street Dept. 8510, 5th Floor Los Angeles, Ca. 90071 0020J Fc- ��PGH PUBf/C�'4d► - �o� Huntington Beach Public Facilities Corporation Z MCORlORAT[D ti 2000 Main Street • Post Office Box 190 • Huntington Beach, California 92648 i NOVKM§tlt 17,1f70 _ rz�y ao� CAS IF 0 %10 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 Page 11 - Council Minutes - 12/1/86 AYES: Winchell, Mays, Finley, Kelly, Erskine, Green, Bannister NOES: None ABSENT: None PUBLIC FACILITIES CORPORATION EXCESS FUNDS - TO BE TURNED OVER TO CITY AND RESERVRD FOR LIBRARY PENDING STUDY The City Clerk presented a communication from the Assistant to the City Admin- istrator regarding discussion by the Public Facilities Corporation of a plan to fund up to t100,000 for a consultant study to conduct a feasibility assess- ment of the central library and proposed expansion of the children's wing and parking facilities. The City Administrator presented a staff report. A motion was made by Mays, seconded by Green, to request the Public Facilities Corporation to release all excess funds to the City and that a list of pro- jects be prepared and returned to Council December 15, 1986. Discussion was held regarding using the money for library needs. Discussion was held between Council and the City Attorney regarding the possibility of a citizen bringing a case on arbitrage against the city. Councilman Mays amended the motion to request the Public Facilities Corporation to release all excess funds to the City and to direct staff to conduct an in-house study of library needs. A motion was made by Winchell, seconded by Bannister, to amend the main motion to include that the funds be identified as reserved for the library pending a study of library needs. The amendment carried by the following roll call vote: AYES: Winchell, Mays, Finley, Erskine, Green, Bannister NOES: Kelly ABSENT: None The amended motion made by Mays, seconded by Green, to request the Public Facilities Corporation to release all excess funds to the City, to direct staff to conduct an in-house study of library needs and to identify the funds as reserved for the library, pending the study of library needs, carried by the following roll call vote: AYES: Winchell, Mays, Finley, Erskine, Green, Bannister NOES: Kelly ABSENT: None ORDINANCES ADOPTED On motion by Kelly, seconded by Finley, Council adopted Ordinance Nos. 2886, 2855, 2881 and 2889 by the following roll call vote: AYES: Winchell, Mays, Finley, Kelly, Erskine, Green, Bannister NOES : None ABSENT: None ' " REQUEO FOR CITY COUNCL ACTION Date November 25, 1986 Submitted to: Honorable Mayor and City Council Members Submitted by: Charles W. Thompson, City Administrator Clrv,-�— Prepared by: Richard Barnard, Assistant to the City Administrator 1 � Subject: PUBLIC FACILITIES CORPORATION EXCESS FUNDS Consistent with Council Policy? [ X1 Yes [ ] New Policy or Exception Statement of Issue, Recommendation,Analysis, Funding Source, Alternative Actions, Attachments: U Statement of Issue: The Public Facilities Corporation (PFC) has been discussing a plan to fund (up to $100,000) for a consultant study to conduct a feasibility assessment of the central library and proposed expansion of the children's wing and parking facilities. Recommendation: It is recommended that the City Council make a determination as to whether a feasibility study should be conducted regarding library need and request the PFC to release all excess funds to the city. Analysis: The PFC has been discussing how $1,179,000 of excess funds that are currently in PFC accounts should be expended. Much of their discussion has been centered on the possible expansion of the children's wing of the library and associates parking needs. The City Council has sole discretion as to how these public funds should be allocated and to set the goals and objectives for the city. The PFC's primary responsibility is to assure that the financial obligation toward the bond holders are met. Any excess funds the PFC has in its possession are to be returned to the city since these funds had their origin in the city's general fund. Funding Source: If City Council authorizes the consultant study, funds for the study should come from that portion of the $1,179,000 excess funds that PFC returns to the city. Alternative: 1. Not to request PFC to return excess funds to the city. 2. Request the PFC to fund the proposed feasibility study. Attachments: 1. Letter from Max Bowman to Charles Thompson, dated 11/20/86. 2. Letter from Lorraine Faber, Secretary/Treasurer for PFC, dated 11/24/86. VA PIO 4/84 CITY OF HUNTINGTON BEACH LA JE L,0," 1: INTER-DEPARTMENT COMMUNICATION HUNTIWUON BEACH To Charles W. Thompson From Max Bowman, Director City Administrator Community Services Subject LIBRARY NEEDS AND FEASIBILITY Date November 20, 1986 ASSESSMENT On August 27, 1986, the Public Facilities Corporation requested that the library make a presentation to the PFC Board on October 29, 1986 . The Board asked the library staff to present a general overview of the library operation, including long-range plans for the library system. The library presented a program which included information on a children 's wing, expanded parking, the annexes, minor interior modifications, and an auditorium wing. The presentation included statistical data reflecting changes since the library opened in 1975 through a projection of 1990 . The data included population, housing, circulation, registration and attendance as well as other information. Statistical categories indicated a dramatic increase ranging from 20 to 70 percent. After the library presentation, the PFC requested that staff (Don Kiser and Ron Hayden) prepare a Request for Proposal and submit it to them at their December 3 , 1986 meeting. The RFP was to request professional services to conduct a needs and feasibility assessment of the Central Library and proposed expansion of the children ' s wing and parking facilities . The consultant would take into consideration the statistical data and project methods of incorporating trends into the future library system needs . A copy of the RFP was submitted by Don Kiser to department heads for their review on November 4, 1986 . The PFC discussed allocating up to $100, 000 from the PFC funds to complete the study. Additionally, the Board appointed Ms . Lorraine Faber to meet with both you and me to advise us on their proposal and to ascertain the city' s position. Councilwoman Grace Winchell attended the November PFC meeting and subsequently met with Councilwoman Ruth Finley who was attending a literacy program at the library the same night as the PFC meeting. Both expressed interest in the PFC proposal . Therefore, the PFC and, apparently, at least two council people are very interested in pursuing this study. Also, on November 18, 1986, the Library Board unanimously endorsed the Public Facilities Corporation' s proposal and submitted a letter to them requesting that the corporation obtain said study. The other library support groups including the Library Patrons Foundation, Friends of the Library, and Friends of the Children' s Library have endorsed the PFC proposal. It is apparent that this proposal has varied support. The PFC has requested the assistance from staff and is willing to underwrite the study, please advise me as to the appropriate direction. MMB: RH :gc CC: Ron Hayden, Library Director t PUBLIC Huntington Beach Public Facilities Corporation C7 INCORPORATED M 2000 ':Main Street • Post Office Box 190 • Huntington Beach, California 92648 Z i NOVEMB[R 27.1 Y70 November 24, 1986 CALIFORN%P Honorable Mayor and City Councilmembers: The Public Facilities Corporation (PFC), having leasehold responsibility for the City's Library Center, has appointed me to liaison with you, plus appropriate City staff and City advisory boards, regarding PFC decision making related to potential surplus funds in our accounts. These funds, amounting to approximately one million dollars, have accumulated over the years through high interest yield on invested reserve funds. Under the leaseback agreement and the bond indentures, there are three possible dispositions of these funds in addition to continuing to reinvest same. The three options are early bond redemption, a Phase II Library construction project, as was done earlier at the Civic Center, or a rebate. Testimony at PFC Board Meetings has reflected a high level of community interest in an expansion of the children's section of the Library. Statistics on community growth since the Library Center was planned in the early 1970's and opened in 1975 supports need to appraise current and future Library requirements for both adult and children needs. . Since 1975 city population has increased 25% with 26% of the city population being under 18 years of age. . The Library Center is currently at 95% of book capacity and is short study areas in both the adult and children's sections. . While children's books account for approximately 1/3 of total circulation, only 4% of available space is allocated to children's services. The PFC Board Members decided at their October 29, 1986 meeting that additional information would be helpful before either City Council or PFC Board decisions were made in regards to Library expansion needs and funding. To facilitate community discussion and official decision making, the Board requested that a Request for Proposal (RFP) be prepared by City staff for consideration at the PFC's December 8th meeting with the intent of PFC approving funding for a consultant study to articulate the programmatic needs for a Children's Wing and related parking at said meeting. The PFC Board would appreciate the City Council considering this offer of the PFC Board to fund such a consultant study at the City Council's December 1, 1986 meeting so that the City Council's input to the RFP can be incorporated prior to PFC taking action for funding allocation. I will be available for that meeting to be responsive to questions. In other unrelated matters, the members of PFC at their October meeting discussed the issue of directorship terms which are currently on an annual basis and meeting scheduling which is currently monthly. Interest was expressed in modifying our meeting schedule to quarterly and to extend director terms of office to three years with different directorships coming up for reappointment on an annual rotation. These items are within the control of the PFC Board requiring only a by-law change which could be made at the December 8th meeting. Honorable Mayor and City Councilmembers If further amplification or discussion of the PFC Board's intent on pending matters is desired, please call me at (714) 897-3994 evenings, or (213) 431-7040 from 11:00 AM to 4:00 PM weekdays. Vice Chairman Joseph Garafalo is also available at home (714) 840-9270 or at his office (213) 513-5164. Sincerely yours, RRAINE FABER Secretary/Treasurer L F:sd cc: Charles W. Thompson Melvin Bowman Ron Hayden Dan Villella Don Kiser Library Board Friends of the Library Library Patrons Foundation Planning Commission Community Services Commission For copies of the Draft Request for Proposal please contact PFC Recording Secretary, Shari Donoho at (714) 536-5228 LA J30 CITY OF HUNTINGTON BEACH CA 86-121 LOJLj COUNCIL - ADMINISTRATOR COMMUNICATION HUNTINGTON BEACH To Honorable Mayor and From Charles W. Thompson, City Councilmembers City Administrator Subject PFC EXCESS FUNDS Date November 25, 1986 At the City Council meeting of December 1, 1986, a request from the Public Facilities Corporation will be forwarded to the City Council concerning excess funds that the Public Facilities Corporation currently has on hand. The PFC has been discussing how these excess funds should be spent. Much of the discussion has been centered on the possible expansion of the children's wing of the library and parking. The City Council has sole discretion as to how these public funds should be allocated and to set the goals and objectives of the city.. The PFC's primary responsibility is to assure that the financial obligations toward the bond holders are met. Any excess funds the PFC has in its possession are to be returned to the city since these funds had their origin in the city's general fund. Sincerel Charles W. Thompson City Administrator CWT:paj z• , r LJ� ` CITY OF HUNTINGTON BEACH J 0 Loki INTER-DEPARTMENT COMMUNICATION HUNTINGTON BEACH To Charles W. Thompson From Max Bowman, Director City Administrator Community Services Subject LIBRARY NEEDS AND FEASIBILITY Date November 20, 1986 ASSESSMENT On August 27, 1986, the Public Facilities Corporation requested that the library make a presentation to the PFC Board on October 29, 1986 . The Board asked the library staff to present a general overview of the library operation, including long-range plans for the library system. The library presented a program which included information on a children's wing, expanded parking, the annexes, minor interior modifications, and an auditorium wing. The presentation included statistical data reflecting changes since the library opened in 1975 through a projection of 1990 . The data included population, housing, circulation, registration and attendance as well as other information. Statistical categories indicated a dramatic increase ranging from 20 to 70 percent. After the library presentation, the PFC requested that staff (Don Kiser and Ron Hayden) prepare a Request for Proposal and submit it to them at their December 3, 1986 meeting. The RFP was to request professional services to conduct a needs and feasibility assessment of the Central Library and proposed expansion of the children' s wing and parking facilities. The consultant would take into consideration the statistical data and project methods of incorporating trends into the future library system needs. A copy of the RFP was submitted by Don Kiser to department heads for their review on November 4, 1986 . The PFC discussed allocating up to $100, 000 from the PFC funds to complete the study. Additionally, the Board appointed Ms. Lorraine Faber to meet with both you and me to advise us on their proposal and to ascertain the city' s position. Councilwoman Grace Winchell attended the November PFC meeting and subsequently met with Councilwoman Ruth Finley who was attending a literacy program at the library the same night as the PFC meeting, Both expressed interest in the PFC proposal. s y ��PGN PUBC/C�gl� Huntington Beach Public Facilities Corporation G7 INCORPORATED 2000 Main Street • Post Office Box 190 • Huntington Beach, California 92648 Z T � NOVEMBER 27,1970 y ay � November 24, 1986 CAL IFORN%P Honorable Mayor and City Councilmembers: The Public Facilities Corporation (PFC), having leasehold responsibility for the City's Library Center, has appointed me to liaison with you, plus appropriate City staff and City advisory boards, regarding PFC decision making related to potential surplus funds in our accounts. These funds, amounting to approximately one million dollars, have accumulated over the years through high interest yield on invested reserve funds. Under the leaseback agreement and the bond indentures, there are three possible dispositions of these funds in addition to continuing to reinvest same. The three options are early bond redemption, a Phase II Library construction project, as was done earlier at the Civic Center, or a rebate. Testimony at PFC Board Meetings has reflected a high level of community interest in an expansion of the children's section of the Library. Statistics on community growth since the Library Center was planned in the early 1970's and opened in 1975 supports need to appraise current and future Library requirements for both adult and children needs. . Since 1975 city population has increased 25% with 26% of the city population being under 18 years of age. . The Library Center is currently at 95% of book capacity and is short study areas in both the adult and children's sections. . While children's books account for approximately 1/3 of total circulation, only 4% of available space is allocated to children's services. The PFC Board Members decided at their October 29, 1986 meeting that additional information would be helpful before either City Council or PFC Board decisions were made in regards to Library expansion needs and funding. To facilitate community discussion and official decision making, the Board requested that a Request for Proposal (RFP) be prepared by City staff for consideration at the PFC's December 8th meeting with the intent of PFC approving funding for a consultant study to articulate the programmatic needs for a Children's Wing and related parking at said meeting. The PFC Board would appreciate the City Council considering this offer of the PFC Board to fund such a consultant study at the City Council's December 1, 1986 meeting so that the City Council's input to the RFP can be incorporated prior to PFC taking action for funding allocation. I will be available for that meeting to be responsive to questions. In other unrelated matters, the members of PFC at their October meeting discussed the issue of directorship terms which are currently on an annual basis and meeting scheduling which is currently monthly. Interest was expressed in modifying our meeting schedule to quarterly and to extend director terms of office to three years with different directorships coming up for reappointment on an annual rotation. These items are within the control of the PFC Board requiring only a by-law change which could be made at the December 8th meeting. ^� Honorable Mayor and City Councilmembers If further amplification or discussion of the PFC Board's intent on pending matters is desired, please call me at (714) 897-3994 evenings, or (213) 431-7040 from 11:00 AM to 4:00 PM weekdays. Vice Chairman Joseph Garafalo is also available at home (714) 840-9270 or at his office (213) 513-5164. Sincerely yours, L20l� J. RRAINE FABER Secretary/Treasurer LF:sd / cc: Charles W. Thompson Melvin Bowman Ron Hayden Dan Villella Don Kiser Library Board Friends of the Library Library Patrons Foundation Planning Commission Community Services Commission For copies of the Draft Request for Proposal please contact PFC Recording Secretary, Shari Donoho at (714) 536-5228 _ 6� �L . M►�3 P I �PG�+► PliBt/c�q Huntington Beach Public Facilities Corporation C7 INCORrORArao T 2000 Main Street • Post Office Box 190 • Huntington Beach, California 92648 xNOVKMOSR 27,1970 y r��y •aao CAL IF00% SEPTEMBER 19, 1986 HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION DATA SHEET PRESIDENT: Mr. Stephen W. Wight (714) 261-9650 (Work) t 20731 Reef Lane (714) 963-2992 (Home) Huntington Beach, Ca. 92646 ' VICE PRESIDENT: '-Mr. Joseph Garafalo (213) 513-5164 (Work) 16221 Typhoon Lane (714) 840-9270 (Home) Huntington Beach, Ca. 92649 .. w SECRETARY/ `Mrs. Lorraine Faber (213) 431-7040 (Work) TREASURER: 15271 Nottingham Lane (213) 431-9440 (Work) Huntington Beach, Ca. 92647 (714) 897-3994 (Home) DIRECTORS: Mr. Thomas W. West (213) 590-5701 (Work) 6032 Manorfield Dr. (714) 848-5786 (Home) Huntington Beach, Ca. 92648 Mr. Melvin J. Carpenter (714) 960-1462 (Home) 6722 Gate Hill Circle Huntington Beach, Ca. 92648 Corporate Attorney: Mr. Terry Dixon (714) 851-1300 Bowie, Arneson, Kadi & Dixon 4920 Campus Drive Newport Beach, Ca. 92660 Trust Officer: Mr. Robert Schneider (213) 228-4146 BANK OF AMERICA National Trust & Savings Assn. 555 South Flower Street Dept. 8510, 5th Floor Los Angeles, Ca. 90071 0020J r PUBL/C��� Huntington Beach Public Facilities Corporation C7 INCORPORATED 2000 -Main Street Post Office Box 190 • Huntington Beach, California 92648 Z T i NOVEMBER 27.1970 COD RESOLUTION NO. 86-02 CALIFpRN%P A RESOLUTION OF THE CORPORATION WHICH ESTABLISHES THE POWER OF THE ELECTED OFFICERS AND THE AUTHORITY OF THE BOARD TO EXECUTE CONTRACTS AND/OR INSTRUMENTS AS RELATES TO THE PUBLIC FACILITIES CORPORATION WHEREAS, ARTICLE III, SECTION I of the Bylaws of The Huntington Beach Public Facilities Corporation which establishes the power of the Board of Directors over the business and affairs of the Corporation; and WHEREAS, ARTICLE VI, SECTION I of the Bylaws of The Huntington Beach Public Facilities Corporation which authorizes any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation. NOW, THEREFORE, BE IT: RESOLVED, that the Huntington Beach Public Facilities Corporation, hereby establishes the authority of any one of the President, Treasurer and Assistant Secretaries to execute any contract or instrument in the name of and on behalf of the Corporation, provided any bank withdrawals or drafts any two of the aforementioned signatures shall be required. Dated: August 27 1986 --S-t-e—ph—W Wight, President Huntington Beach Public Facilities Corp. Attest: Dan T. Villella, Asst. Secretary Lorraine Faber, Secretary/Treasurer Huntington Beach Public Facilities Corp. Huntington Beach Public Facilities Corp. APPROVED AS TO FORM: Bowie, Arneson, Kadi and Dixon Vic T ry Dixon Attorney for H.B.P.F.C. 2612j Fi,Me CITY Or HUDMNOTON 09 ACH fLOLVINTER-DEPARTMENT COMMUNICATION WMT"WW KM:14 - VOW Ao To City Administrator From James Georges Deputy City Attorney Subject New PFC Board of Directors Date October 31, 1975 YV7 At the October 29, 1975 meeting of the Public Facilities Corporation the Board members voted to approve the new by laws of the PFC and also voted to elect two new memb*rs to the Board. The Board members at first wanted to delete Article V of the new by-laws (page .11) which requires City Council approval of appointment or election of directors . Mr. Steve Stern of O'Melveny & Myers, by telephone, advised the Board members that Article V is required in order to preserve the quasi-public status of the corporation. This is a requirement of the Internal Revenue Service for con- tinuing 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 shall approve the appointment or election of all iL 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 City Council within thirty days of the election of the new Board members. 1� iX JAMES GEORGES APPROVED: Deputy City Attorney JG: cs DON P. BON --- - City Attor y .= a 7-4a�0�1 14 .c NS1 Insurance October 30, 1981 Huntington Beach Public Facilities Corp. City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 RE: Huntington Beach Public Facilities Corporation, California, Leasehold Mortgage Bonds, First Issue, Dated 01-15-72, 5.5%, Due 01-15-90. Dear Sir or Madam: Our company owns a portion of the above described bonds. As an insurance company, we are required.,by law to file financial informa- tion on all securities with the National Association of Insurance Commissioners. In order to make the proper filings , we request that you forward us one copy of the referenced corporation's audited financial statements (if audited i s30ot19available, we will accept unaudited) for the fiscal year end . JuneWe also request that you add our company's name to your mailing list so that we will receive one copy of these statements each year. If you are unable to provide these statements, we would appreciate the name and address of the officer or company able to forward them to us. Your immediate attention will be appreciated. If you have questions, please contact me at (612) 631-7342. Sincerely ; Kimberly Sether N.A.I .C. Assistant KAS/mab Mailing address: P.O. Box 43035, St. Paul, Minnesota 55164 Home Office:Two Pine Tree Drive, Arden Hills, Minnesota 55112 (612)631-7000 Mutual Service Life Insurance Company/Mutual Service Casualty Insurance,Company/Modern Service Insurance Company H PURL/C�qC► o� Huntington Beach Public Facilities Corporation L7 INCORPORATED T 17371 Gothard Street Z NOVEMBER 27.1970 Ca Huntington Beach, California 92647 CAC IF ORN0P M E M 0 TO: Alicia Wentworth FROM: Donald W. Kiser City Clerk Assistant Secretary SUBJECT: Election of New DATE: February 5, 1979 Officers Please be advised that election of new officers was held at the Regular Meeting of the Huntington Beach Public Facilities Corporation on January 31, 1979, and the results are listed below: President - D.L. Nowlin Vice-President - Anton Teixeira Secretary/Treasurer - Mary Ellen Houseal Donald W. Kiser DWK/p 19507 �;a 11175PU 528 �1 G0 PUB(/e. EXEMPT o� qc*'e Huntington Beach Public Facilities Corporation C7 INCORPORATED z M Post Office Box 190 Huntington Beach, California 92648 i NOVEMBER 27,1970 RE Foue 1N �� P,ECCI?MD MAIL O: "ZO QY FRECORDED IN OFFICIAL RECORDS �ACIFORN�P CITY OF HUNTINGTON BEACH GE COUNTY, CALIFORNIA Office of the City Clerk 2 P.M. J U N 191974 BOARD OF DIRECTORS P. 0. Box 190 William Armstrong Huntington Beach, Calif. 92648 E CARLYLE,County Recorder R.Dudley Boyce Larry Curran Robert N.Polly Darrell Ward NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT: 1. The undersigned is owner of the interest or estate stated below in the property hereinafter described. 2. The full name of the undersigned is HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION. 3. The full address of the undersigned is 2000 Main Street, Huntington Beach, California 92648. 4 . The nature of the title of the undersigned is lessee . 5 . A public "work of improvement" on the property herein- after described was completed on June 17, 1974. 6 . The name of the contractor for such public "work , of improvement" was Zapata Diversified Builders , A Division of Zapata Constructors , Inc. 7. The property on which said "work of improvement" was completed is in the City of Huntington Beach, County of Orange, State of California, and is described as follows : 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 Seven- This document is solely for the teenth Street, 70 .00 feet in width as now official business of the City of 1hrit i- -t on Beach, as contem- plated u j�_er Government Code Sec. 6103 and should be recorded 1. free of charpe. 1 I 1 I5'N6 529 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 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 900 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 481 41 ' east 439 . 84 feet along said north line of Tract No. 12 and said southline of Mansion Avenue to a point on the northwesterly line of the before men- tioned Seventeenth Street; thence south 410 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 1381 41 ' 00" an arc distance of 77 . 46 feet to the true point of beginning. 10 . The street address of said property is 2000 Main Street, Huntington Beach, California 92648. 11. City of Huntington Beach is the owner in fee of said property . Dated at Huntington Beach, California, this /9 day of June, 1974 . HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION By 2. BK I 1 175PG 530 STATE OF CALIFORNIA ) SS COUNTY OF ORANGE ) DARRELL E. WARD , being duly sworn, says : that he is the Acting President of the HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION, the corporation that executed the foregoing notice as owner of the aforesaid interest or estate in the property therein described; that he makes this verification on behalf of said corporation; that he has read said notice and knows the con- tents thereof, and that the facts therein stated are true. SUBSCRIBED AND SWORN TO before me on Rotaryorublic in and for said State • OFFICIAL SEAL o �""¢'y FLOYD G. BELSITO s ♦ NCTR."`( F'i M-IC. • CAL'FORNiA + ♦ FWNCIPAI. OFF!CE 1N • • ORAN','I COUNTY • ♦ My Commission Expires March 10, 1978 • 3• BK 11175PG 531 RESOLUTION NO. 3895 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH ACCEPTING THE NEW CIVIC CENTER FROM HUNTINGTON BEACH PUBLIC FACILITIES 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 Lease and Sub- lease ," dated January 15, 1972; and Written notice that the Civic Center is substantially completed and available for occupancy has been served on the City; and The City and Huntington Beach Public Facilities Corporation agree that the interior of the fifth floor of the Civic Center is not substantially completed, and such work shall be done under an open competitive bidding contract in accordance with Section 2 of said Lease and Sublease; NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby resolve to accept the Civic Center from the Huntington Beach Public Facilities Corporation for occupancy and rental payments commencing July 1, 1974 in accordance with Sections 4, 5 and other appropriate sections of said "Huntington Beach Public Facilities Corporation Lease and Sublease . " PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 17th day of June, 1974. ATTEST: ay PM0 �TEM City Clerk APPROVED AS TO CONTENT: APPROVED AS TO FORM: - City Administrator City for 1 . JG: k 8K 11 175P6 532 Res. No. 3895 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNrINGTON BEACH ) I, ALICIA M. WENI'WORTH, the duly appointed, 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 17th day of June 19 74 , by the following vote: AYES: Councilmen: Shialey,. Bgrtlgtt, Gibbs, Matngy- Wieder' Duke NOES: Councilmen: None ABSENT: Councilmen: Coen Ao� City Clerk and ex-officio Clerk The foregoing instrument is a correct cc')y Df of the City Council of the City the original on file in this ofiico. of Huntington Beach, California /9 �y Ott"�. ---- ---- --------------------------- ------------ -----..G -------�-- Cie�i� i� Ctri�.2;, d.`s.YIC of �t13 C?t city y Council a t'Jc City of Huntington beach, Cal. 410 oz qc�� Huntington Beach Public Facilities Corporation CO INCORPORATED z y Post Office Box 190 Huntington Beach, California 92648 i NOVEMBER 27,1970 47 y ao� 1y 4,0 3 CALIFORN%P — BOARD OF DIRECTORS William Armstrong R.Dudley Boyce larry Curran Robert N.Polly Darrell Ward NOTICE OF COMPLETION NOTICE IS HEREBY GIVEN THAT: ' 1. The undersigned is owner of the interest or estate stated below in the property hereinafter described. 2. The full name of the undersigned is HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION. 3. The full address of the undersigned is 2000 Main Street , Huntington Beach, California 92648. 4. The nature of the title of the undersigned is lessee . 5 . A public "work of improvement" on the property herein- after described was completed on June 17, 1974. 6 . The name of the contractor for such public "work of improvement" was Zapata Diversified Builders , A Division of Zapata Constructors , Inc. 7. The property on which said "work of improvement" was completed is in the City of Huntington Beach, County of Orange, State of California, and is described as follows : 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 Seven- teenth Street, 70 .00 feet in width as now 1 . i 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 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 900 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 481 41' east 439 . 84 feet along said north line of Tract No. 12 and said southline of Mansion Avenue to a point on the northwesterly line of the before men- tioned 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 1381 41' 00" an arc distance of 77 . 46 feet to the true point of beginning. 10. The street address of said property is 2000 Main Street , Huntington Beach, California 92648. 11. City of Huntington Beach is the owner in fee of said property . Dated at Huntington Beach, California, this 1114 day of June, 1974 . HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION By 2. STATE OF CALIFORNIA ) SS COUNTY OF ORANGE ) DARRELL E. WARD , being duly sworn, says : that Fe Is tHe Acting PMid;nt_ of the TINGTON BEACH PUBLIC FACILITIES CORPORATION, the corporation that executed the foregoing notice as owner of the aforesaid interest or estate in the property therein described; that he makes this verification on behalf of said corporation; that he has read said notice and knows the con- tents thereof,, and that the facts therein stated are true. SUBSCRIBED AND SWORN TO before me on + FLOYD G. BELSITO o #12`y ii !"i "&M Qr ffia at8 • /. NOTfiCY i'U,,L!C C.'LTJi'NIA FR:!:C1?!1L (;1 F:i.L IN • r� O;-A DU •♦ • s)r Ccmmu ssioffl 6pir6 Miarch 10, 1978 • •+rr•e•e•ee••e••eeeees•e•eee•ei 3. I RESOLUTION NO. 3895 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH ACCEPTING THE NEW CIVIC CENTER FROM HUNTINGTON BEACH PUBLIC FACILITIES 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 Lease and Sub- lease ," dated January 15, 1972 ; and Written notice that the Civic Center is substantially completed and available for occupancy has been served on the City; and The City and Huntington Beach Public Facilities Corporation agree that the interior of the fifth floor of the Civic Center is not substantially completed, and such work shall be done under ' an open competitive bidding contract in accordance with Section 2 of said Lease and Sublease; NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby resolve to accept the Civic Center from the Huntington Beach Public Facilities Corporation for occupancy and rental payments commencing July 1, 1974 in accordance with Sections 4, 5 and other appropriate sections of said "Huntington Beach Public Facilities Corporation Lease and Sublease . " PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 17th day of June, 1974 . ATTEST: ay � ��� City Clerk APPROVED AS TO CONTENT: APPROVED AS TO FORM: City Administrator City for 1 . JG : k k 4 RE No. 3895 t •4 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF HUNTINGTON BEACH ) I, ALICIA M. WENTWORTH, the duly appointed, 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 17th day of June 19 74 by the following vote: AYES: Councilmen: Shipley. Bartlett, Gibbs, Matney_ Wieder._ nuke NOES: Councilmen: None ABSENT: Councilmen: Coen Of City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California f y c ) *+I BELVI`AL, MEAD, RUEN AND r-URRHN �ry / ATTORNEYS AT LAW // 901 DOVER DRIVE, SUITE 120 NEWPORT BEACH, CALIFORNIA 92660 DONALD N. BELVEAL J an u a ry 28, 1974 TELEPHONE 645-3600 FRANK F. MEAD, III AREA CODE 714 DAVID A. RUEN LARRY L. CURRAN William Armstrong , President Huntington Beach Public Facilities Corporation P.O. Box 190 Huntington Beach, California 92648 Re: Change Order No. 7 Dear Mr. Armstrong: Please be advised that I believe our meeting should clearly encompass a review of Change Order No. 7, and the consideration given for extending contract time by 227 days as reported in Mr. Kiser' s report. Unless adequate consideration was received by the Huntington Beach Public Facilities Corporation for any such change, I strenuously object to any time extension without adecuate consideration being given,as an unfair and unauthorized expenditure of public funds . Very tczT yours.!`- 'F U;r/r Larry Cur dT-^�` cc: Robert Polly` Dudley Boyce Darrell Ward David Rowlands Don Kiser Aubrey Horn Jerry Matney Jack Green Al Cohen Ted Barltett Don Shipley Henry Luke N.. Gibbs N'77, City of Huntington Beach P.O. BOX 190 CTLIFORMA 92648 L-A ENGINEERING DEPARTMENT February 1, 1974 Honorable Mayor and City Council and David Rowlands, City Administrator Subject: Central Library CC-149 Gentlemen: Please, accept the following report on the subject project, with particular regard to a change order, Change Order No. 7, which was executed on January 3 , 1974, as full explanation of the reasons leading to its issuance and the justifications therefor. During the latter days of November 1973 , Mr. Rowlands, with Council approval, directed that the Central Library project be changed in administration to the Department of Public Works with the undersigned being Project Coordinator. This decision closely followed the City' s hiring of Ernest H. Elwood to expedite the work as Architectural Construction Coordinator. The first weeks of investigating the conditions of the project status involved tabulating total requests by the contractor for time extensions and additional monies for changes which were many months old without resolvement. The contractor had on record time requests totaling 381 calendar days, of which 48 had been granted; and 90 change order requests for additional monies totaling $240, 739. 12, of which 37 had been granted for a total of $19, 627. Numerous meetings were held during December and are continuing to resolve these project problems which all construction projects face, however in much less magnitude. First efforts were directed to time extensions due to the fact the project on paper was to finish on April 13, 1974, an impossibility by anyone' s judgement after seeing the field progress as of December 1, 1973 . Twenty three percent of the construction had been completed, however approximately seventy five per cent of the contract time had passed. Honorable Mayor • February 1, 19', Page 2 Therefore, it was obvious one of our first goals was to review the contractor' s requests and provide desperately needed answers one way or the other. The undersigned, Mr. Elwood, and three members of the contractor's staff met to discuss the time extensions in early December 1973. Negotiations and discussions around the individual requests, together with an updated possible work completion chart indicating start and finish of the various phases, were held and the outcome was the issuance of Change Order No. 7, granting an additional 227 calendar days. Arrival at this number out of the requested 381 days was the result of determinations and agreement that there were in fact overlapping requests. A listing of the requests are as follows: a. 60 days due to rain b. 14 days due to an unsuitable soil condition unknown to exist. C. 21 days due to time required to engineer footing elevations. d. 30 days due to roofers strike affecting waterproofing work. e. 61 days due to resolution of edge angle problems. f. 120 days due to resolution of problems involving precast concrete columns. g. 30 days due to strike by precast concrete employees. h. 45 days due to resolution of stack shop drawings. i. Four additional notifications were in hand indicating delays for which subsequent requests were to be forwarded, and these included a strike by the stack manufacturer' s employees, a strike by sheet metal workers, added time necessary to comply with field change order (FCO-8) , and added time necessary to comply with changes proposed in the young adult room. Change Order No. 7 was issued on the basis of the a, b, c, d, f, and g reasons above listed. There were several factors reviewed prior to issuance, and are listed below for your information; and are further listed to explain the justifications to Mr. Curran, a member of the Board of Directors of the Huntington Beach Public Facilities Corporation, who by letter dated January 28 , 1974 objected to any extension being given without due consideration being given. There are three documents involving this project which itemize justifications for an extension of contract time, and the pertinent excerpts are listed below. Honorable Mayor February 1, 197,' ? Page 3 From the Lease-Sublease between City and Corporation Section 2. provides completion date extension for periods that the Corporation or contractors employed by the Corporation are 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 have reasonably 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 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 procurment of labor or materials necessary for completion" . From the project specifications-Article 8 , Section 8 . 3 . 1 provides as follows for time extensions: "If the contractor is delayed at any time in the progress of the work by any act or neglect of the OWNER or the ARCHITECT, or by any employee of either, or by any separate contractor employed by the OWNER, or by changes ordered in the work, or by labor disputes, fire, unusual delay in transportation, unavoidable casualties or any causes beyond the contractor' s control, or by delay authorized by the OWNER pending arbitration, or by any cause which the ARCHITECT determines may justify the delay, then the Contract Time shall be extended by Change Order for such reasonable time as the ARCHITECT may determine. " From the Agreement Between the Owner (HBPFC) and Prime Contractor (Swinerton & Walberg) - Article VII provides for completion time extension for good cause. "Such good cause includes, but is not limited to, any of the following reasons: changes in the work, strikes, lockouts, or other labor disputes, fire, earthquake, or other natural disasters, unavoidable casualty or damage to personnel, materials or equipment, delay in receiving materials or equipment, an act or neglect of OWNER, the ARCHITECT, any employee of either, or any other person not directly responsible to the CONTRACTOR, or any cause beyond the control of the CONTRACTOR. " Honorable Mayor Febr.uar-X 1, 19 i _ Page 4 As you can see by comparison, the three sets of extension jurisdictions are parallel in some items but each also have additional features, some of which are very specific and others allowing for judgement and determination. The justifications for the six requests included in Change Order No. 7 are specifically and reasonably related to the provisions in the three documents referred to above, as also would be requests omitted due to the overlaps. Two further points are desired to be brought to your attention regarding the negotiations for the Change Order. First, the City Attorney' s Office and the Office of O 'Melveny and Myers were contacted to confirm the legal time limits allowable in the Lease- Sub Lease, and the following dates were determined. September 1, 1972 - Lease and Sublease date. March 1, 1975 - End of basic allowed 2-1/2 year completion time. September 1, 1975 - Extendable allowance with consent of HBPFC. March 1, 1976 - Extendable allowance with City consent. These are the legal allowances , however, the financial allow- ances are not identical due to the original cost and time estima- tions setting the dates of bond maturities and interests somewhat earlier. I have been informed by Stone and Youngberg, Financial Consultants, that time is critical, however, insofar as ability to meet the required payments, completion could be delayed until July 1, 1975; a date we are confident can easily be met with months to spare. A meeting will be scheduled with this firm, Mr. Rowlands, Mr. Arguello, and myself during the week of February 4 to fully explore status of construction, financing and the overall situation. Your -Honorable Body will be transmitted a report on the results and conclusions of the meeting immediately thereafter. Past directions and decisions regarding necessity to expedite this project have been taken by Administration, the department, and the undersigned as a mandate to build this library, an action which must be the effort of a consolidated team including all concerned with no one group or nobody striving against another, including the contractor who is doing the work. Very truly yours , Donald W. Kiser, Division Engineer Asst. Secretary - Huntington Beach Public Facilities Corporation DWK:el P CHANGE ARCHITECT CT ❑❑ ®R®ER CONTRACTOR ❑ FIELD ❑ AIA DOCUMENT G701 OTHER PROJECT: Huntington Beach Library CHANGE ORDER NUMBER:# 7 (name, address) & Cultural Resource Center Issue Date: December 21, 1973 TO (Contractor) (—Swinerton & Walberg Co. , ARCHITECT'S PROJECT NO: 7005 1631 Beverly Boulevard CONTRACT FOR: General Construction Los Angeles , California 90026 Contract Work L I CONTRACT DATE: September 28, 1972 You are directed to make the following changes in this Contract: CALENDAR DAYS EXTEND CONTRACT COMPLETION DATE PER THE FOLLOWING: A. Rain 12 B. Delays to remove & replace unsuitable soil. 14 C. Delays in regards to footing elevations 21 D. Delays due to Roofer ' s Strike 30 .E. Delays due to processing Shop Drawings,Strike and extended Fabrication Time at Precast Concrete Supplier. 150 TOTAL CALENDAR DAYS 227 The original Contract Sum was . . . . . . . . . . . . . . . . . . . . . $ Net change by previous Change Orders . . . . . . . . . . . . . . . . . . $ The Contract Sum prior to this Change Order was . . . . . . . . . . . . . . . $ The Contract Sum will be (increased) (decreased) (unchanged) by this Change Order . . . $ The new Contract Sum including this Change Order will be . . . . . . . . . . . $ The Contract Time will be (increased) 01XNXX(XX0tXNiA I) by ( 22 7 ) Days. The Date of Completion as of the date of this Change Order therefore is Nov. 26, 1974 Richard-_&----Dion Ne_utra -Swinerton--&—Wal-b-er-g-Cc_. H_E3___Pub_l.i.c_-_F c.i1i ; e A C i CT , C T 'ACTOR OWNER �_��_ Glendale Blvd. , L.A. - � - l Beverly Boule_v-_ard. Corps-P.O. Box 190 Address ---------------- — --- Address --- Address Los Angeles , Calif. 90039 Los Angeles, _Calif. Huntington Beach, Calif. -- 0026 92648 DATE ! 9e,' DATE y / 7 DATE 7y AIA DOCUMENT G701 CHANGE ORDER • APRIL 1970 EDITION AIA® © 1970 THE ONE PAGE AMERICAN INSTITUTE Of ARCHITECTS, 1735 NEW YORK AVE., NW, WASHINGTON, D.C. 20006 RESOLUTION NO . 3385 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH CONFIRMING THE ELECTION OF ROBERT POLLY TO THE BOARD OF DIRECTORS OF THE HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION k' 5J F t.. BE IT RESOLVED by the City Council of the City of Hunting- ton Beach that it does confirm the election of ROBERT `?OLLY to the Board of Directors of the Huntington Beach Public `Facilities Corporation. PASSED AND ADOPTED by the City Council of the City of r Huntington Beach at a regular meeting thereof held on the 1st day of November 1971. ' C/� Mayor d ATTEST: t t' Ca ty r'k r APPROVED AS TO FORM: D D City Attorn t rZ F t ...,m-..�»,.„-...w.*,....�,.s-.,..�srer.r..w�:nmr..+nv-r•�*-.artr+vw. _...- s**�' - - _ _ i Res. No. 3385 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, 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 1st day of November 19 71 by the following vote : AYES: Councilmen: Shipley, Bartlett, Gibbs, Matney, Coen, McCracken NOES: Councilmen: None ABSENT: Councilmen: Green City Clerk an x-officio Clerk of the City Council of the City of Huntington Beach, California . ,_ R.. ...... 3 November 1971 TO : City Council FROM: City Attorney SUBJECT: Resolution Confirming Election of Robert Polly Pursuant to direction of the City Council, we transmit resolution confirming the election of Mr. Robert Polly to the Board of Directors of the Huntington Beach Public Facilities Corporation. Respectfully submitted, DON P. BONFA City Attorney .' /ahb Attachment APPRov�� �3y CIS a Cir�. Lii_ 197/ August lath, 1971 CITI Members of the City Council City of Huntington Beach Huntington Beach, Calif. Gentlemen: I wish to submit my resignation, effective immediately, as Secretary-Treasurer and member of the Huntington Beach Public Facilities Corp. I wish to thank you for giving m the oppor unity to serve on this committee. very t ly,�, O. "Ritter PO Box 1267 Huntington Beach Calif. cc. Larry Curran Brander D. Castle I • • f�(1 DOYLE MILLER City of Huntington Beach Administrative Officer GRANDER D. CASTLE P.O. BOX 190 CALIFORIr1A 9iC64A Assistant Administrator DON P. BONFA City Attorney WARREN G. HALL MAYOR March 2, 1971 - Treasurer Dr. Donald D.Shipley PAUL C.JONES City Clerk COUNCILMEN Ted W. Bartlett Alvin M.Coen Norma Brandel Gibbs Jack Green Jerry A.Matney George C.McCracken Mr. Stephen J. Stern Q"Melveny & Myers 611 West Sixth Street Los Angeles, CA 90017 Dear Mr. Stern: As per your instruction we are enclosing a certified copy of Resolution No. 3294, with exhibits , together wIt h a Statement of Action of the City Council. Said resolution was adopted by the City Council on Monday, March 1, 1971. Sincerely yours, Paul C. .iones City Clerk PCjt aw JAMES R.WHCULCR CARLE ROGITAILLE OI.LIN C.CLCVELAND KENNETH A.REYNOLOS Director of Public Works Police Chl•f Building Director Planning Director V INCENT 0.MOOR"C>USE PRANK N.ARGFURLLO RAYMONO PlcARD Director Harbors, WALTER W.JOHNSON NORMAN L.WORTHY Finance Director Fire Chief Beachh*$&Developn+ent Library Director Recreation&Parks Director LAW OFFICES OF . O' MELVENY & MYERS 611 WEST SIXTH STREET LOS ANGELES,CALIFORNIA 90017 kwd�M TELEPHONE(213)620-1120 WEST LOS ANGELES OFFICE TELEX:67-4122 1800 CENTURY PARK EASTti ' LOS ANGELES,CALIFORNIA 90067 CABLE ADDRESS"MOMS" TELEPHONE(213)553-6700 TELEX:67-4097 111"' February EUROPEAN OFFICE 2 3rd 4,PLACE DE LA CONCORDE 9 7 TELEPHONE Be,FRANCE 265 39-33 TELEX:542-667I5 OUR FILE NUMBER 406, 405-10 Mr. Paul Jones HUNTINGTON BEACH City Clerk PUBLIC FACILITIES .City of Huntington Beach Huntington Beach; California 92648 Dear Paul: Enclosed please find a resolution to be adopted by the. city council for the Huntington Beach Public Facilities Corporation financing. The resolu- tion is required in order to receive a revenue ruling from the Internal Revenue Service for .this type of financing. You will note that the resolution- makes . reference to.. a lease- and- an indenture, copies of which are available from Tom Severns. Each of those docu- ments should have & proof date line of February 18, 1971. Upon adoption of the resolution by the council, a certified copy of- th-at- resolution, with exhibits, should be returned to me Additionally, certified copies of the minutes of the meeting (or minute excerpts) .at which the resolution was adopted should also be forwarded. Should you have any questions, please feel free- to call. Ver ' truly yours, phen J. Stern for O'MELVENY & MYERS SJS:cjh cc: D. P. Bonfa B. D. Castle T. J. McCarty M E M O R A N D U M TO.: Honorable -'Mayor and City Council FROM: , . Brander D. ' Castle , Acting Administrator DATE : November 9 , 1971 On the recommendation of financial and legal counsel (Stone & Youngberg and. O 'Melveny, & Myres) the time for receiving bids ' on the Civic. Center Project has been extended from November 17 , 1971 at 2 : 00 P .M. to Tuesday , November 23 , 1971 at 2 : 00 P .M. The reason for this extension is to facilitate the bond sale . ALL" PS OcB nder D . Castle ting Administrator BDC:bwo attac h'. y, OFFICIAL NOTICE :_, Reference official notice of October 7 , 1971 inviting bids by the undersigned Huntington Beach Public Facilities Corporation for the Civic Center .for the City of Huntington Beach , California. Notice is hereby given that the date `+ fi and time for receiving bids is hereby extended from November 17 , 1971. at 2 : 00 P .M. to Tuesday, November 23 , y,?. 1971 at 2 : 00 P .M. No bids will be received thereafter . All other items of the October 7 , 1971 notice are un- changed. ' Huntington Beach Public Facilities Corp . ' . (A Non-Profit Corporation) P . O. Box 190 , Huntington Beach_. California 92648 (Owner) ` • 3,~ L�/y (5 rt t x f"7!. v a7 #t. C 1 �L. K 8k r STONE & YOUNGBERG MUNICIPAL FINANCING CONSULTANTS December 3, 1970 APB ®y �B� Cg Ty Mr. Doyle Miller -. ----� `� Administrative Officer aK` %;v� City of Huntington Beach '�-- P. 0. Box 19 0 Huntington Beach, California 92648 Dear Doyle: Steve Stern of O'Melveny & Myers has asked us to contact you regarding the selection of a Trustee for the Huntington Beach Public Facilities Corporation,-The Trustee, which �P o'c`T must be a commercial bank possessing trust powers , will receive and have control of all funds of the Corporation in addition to other duties and responsibilities , and will be one of the parties to the Corporation's Indenture of Mortgage and Deed of Trust. In view of the city's relationship with the Bank of America__ after that institution purchased your Park Bonds earlier this year, I did not know whether you wished to solicit proposals for the Trustee or simply designate your present depositary. If you will advise me as to which course of action you wish to pursue, I will take whatever steps are necessary to in- sure the timely selection of a responsible Trustee. Best wishes for the coming holiday season. Very truly yours, STONE & YOUNGBERG Municipal Financing Consultants, Inc. � iy ce McCarty TJM:bg P ONE CALIFORNIA STREET SAN FRANCISCO,CALIFORNIA 94111 (415) 981-1314 • City of Huntington Beach °Cat;�!M>�MILLER of+,cer BRANDER D.CASILE P.O. BOX 190 CALIFORNIA 92648 r�iAssViftor Adn�strator DON P BONFA City Attorney WARREN G, HALL MAYOh Treas."., Dr Dori r+d D Shipley PAUL C BONES C!tV CtNrk COtJNC,-LMEN Teo W tiaf tlett Alvin M Coen Norma B•andel Gibbs Jack Green December 8 , 1970 a@rry A Matney Georg*C. McCracken Mr. Terence J. McCarty Stone & Youngberg One California Street San Francisco , California 94111 Dear Terry : At the request of the City Administrator , the City Council , by minute action at the December 7 meeting , designated the Bank of America as Trustee for the Huntington Beach Public Facilities Corporation. Yours very truly, Brander D. Castle Assistant Administrator BDC : BWO: b !AM&5 R. WHEELER EARLE ROBITAILLE OLLIN C. CLEVELAND KENNETH A. REYNOLDS e. or of Public Woks Police Chief Budding Director Planning Director V INCFNT G.MOORHOUSE I RANK S. ARGUELLO RAVMOND PICARD Director Harbors, WALTER W.JOH14SON NORMAN L.WORTHY s'oa-'e Dnecto! F,re Chief B"ches& Development _ Library Director Recreation&Parks Oirector ;a STONE & YOUNGBE RG MUNICIPAL FINANCING CONSULTANTS August 28, 1970 Mr. Doyle Miller Administrative Officer City of Huntington Beach P. 0. Box 190 Huntington Beach, California 92648 Dear Doyle: Enclosed is a tentative sequence of events applicable to non- profit corporation financing, as discussed by you and Herm Zelles earlier this week. The "Estimated Time Required" , shown to the right, applies to each sequence number. You will note that there is no time shown for Sequence No. II since this is based on the period required by the architect to prepare the plans and specifications . Also, Sequence No. V does not have a time requirement because these actions are often accomplished in consecutive meetings on a single day. Should you have any questions, please call either Herm or me. Very truly yours, STONE & YOUNGBERG n e J. McCarty 1 TJM:bg Encl. ONE CALIFORNIA STREET SAN FRANCISCO, CALIFORNIA 94111 '415) '181 1314 NON-PROFIT CORPORATION FINANCING Tentative Sequence Sequence Estimated Number Action To Be Taken Time Required I Select directors of Non-Profit Corporation. Prepare Articles of Incorporation, procure their execution by Directors, and file the same with the Secretary of State. Hold organization meeting of Non-Profit Cor- poration, elect officers, and adopt by-laws and approve seal. 3 to 4 months Non-Profit Corporation makes preliminary inquiries for ruling from Internal Revenue Service regarding tax exemption of interest on its bonds . Preliminary conference with Corporation Commissioner regarding issuance of permit. Filing with Securities and Exchange Commission. II Finalize Ground Lease. Consider operating Sub-Lease. Report of Architect and Stone & Youngberg upon total sum of money needed for project. Architect delivers final plans . months (overlapping I) City staff 'makes plan check. Plans forwarded to city for approval. City adopts order approving plans, adopts order approving Ground Leases and Operating Sub-Leases. a Sequence Estimated Number Action To Be Taken Time Required III Drafting of Bond Indenture end Notice of Bond Sale. Board of Directors of Non-Profit Corporation authorizes application to California Corporation Commissioner for permit to issue bonds - request priority if desired. 30 days r Apply for title insurance policy. Investigate insurance coverage (including earthquake insurance). IV Board of Directors of Non-Profit Corporation a approves plans and authorizes taking of bids 30 days from -contractors and fixes time and place for opening bids from general contractors . V Board of Directors of Non-Profit Corporation approves indenture and executes leases . City Council executes Ground Lease and approves Bond Indenture. VI Non-Profit Corporation receives permit from Corporation Commissioner to sell bonds . Non-Profit Corporation receives income tax exemption ruling. • Non-Profit Corporation receives no-action 60 days letter from Securities and Exchange Commission. Title insurance policy received. Clearance received from various state and federal agencies regulating corporate securities . VII Non-Profit Corporation receives bond bids and delivers bonds. Construction Contract awarded and executed; construction commenced. IECITY OF HUNTINGTON BEACH INTER-DEPARTMENT COMMUNICATION WILLIAM S. AMSBARY GAIL HUTTON To Assistant City Attorney From City Attorney Subject STALEMATE INVOLVING THE PFC Date 12 October 1985 As you may be aware, the PFC has diminished in number by the resignation of three (3 ) of the remaining four (4) members and no new members have been approved by the City Council . The remaining member, Mr. Wamhoff, has stated during reviews of potential candidates that he will never resign and that he will continue in office forever. In addition to his statements, during the interviews he has insisted upon applicants stating whether they are renters or owners of property in the City of Huntington Beach. Presumably this question is designed to exclude from the Board those persons who are renters. Since it is highly unlikely that Mr. Wamhoff will be able to recommend to the City Council an applicant for the PFC Board acceptable to the council and there is a great deal of question whether he ever will come up with suitable candidates from his own viewpoint, it appears that the Board action is stalemated. I have spoken with a former member, Airs. Mary Ellen Houseal, an attorney living in the Huntington Harbor area, who indicates that Dan Villella frequently was required to provide city information and payments to the 'Bank of America, a trustee to the bond holders and a new report and funding would have to be approved and received by the PFC soon. She questions whether Mr. Wamhoff can transact such business for the PFC since by our opinion his only reason for continuation and lawful act would be to choose successors, subject to approval of the City Council. In. speaking with Tom Clark, of Stradling, Yocca, Carlson & Rauth, his suggestion was to utilize Federal Revenue Ruling 62-20 relating to nonprofit corporation revenue law to justify protection of the nonprofit status of these bonds for City Council to initiate selection and appointment of a complete new board themselves.-- The advantage of this preemptory act would be to force Mr. Wamhoff to bring action questioning their actions and would therefore focus the issue before the court by him rather than the- ;City Council. Hutton/Amsbary STALEMATE INVOLVING THE PFC - October 12, 1985 Page Two Other moves designed to bring this matter to a satisfactory closure might be denial of administrative support staff to Mr. Wamhoff at his screening sessions and/or communication with the Bank of America trustee regarding the current authority of the remaining board member . Please explore the viability and political usefulness of Federal Revenue Ruling 62-20 to initiate City Council appointment of a new PFC. If you recall, it was our opinion that the residual power to appoint, having sprung initially from the City Council, rested there. Tom Clark 's view is that that Revenue Ruling supports this contention. ^Y V GAIL HUTTON City Attorney 15551 LAW OFFICES OF O'M ELVENY & MYERS 811 WEST SIXTH STREET LOS ANGELES,CALIFORNIA 90017 TELEPHONE 620-1120 BEVERLY HILLS OFFICE CABLE ADDRESS"MOMS" 9601 WILSHIRE BOULEVARD BEVERLY HILLS,CAL$FORNIA 902 August TELEPHONE 273-4111 27th EUROPEAN OFFICE A.PLACE DE LA CONCORDE 1 9 O PAR15 B-.FRANCE TELEPHONE 265 39 33 OUR FILE NUMBER 406,405-10 CITY OF HUNTINGTON BEACH Honorable City Council of the CIVIC CENTER CORPORATION City of Huntington Beach Gentlemen: 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) Render 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 1% of excerpts over $5,000,000 ($.75/$1,000 bond) Over $10,000,000 $17 ,750 plus 1/20 of 1% 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 asJong ,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'Melveny & 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, OIMEL NY & MYERS St hen Stern SJS:bb I Pursuant to order of the City Council of the City of Huntington Beach, O'Melveny & Myers is employed by said City on the terms stated in foregoing. I Mayor of the City of n ngton ATTEST: Beach ty Approved as to form and legality ty Attorney ST, _MENT OF THE ACTION OF CI1 , tiOU0 I_L Council Chamber, City Hall Huntington Beach, California` Mnndgy,�Marrh 1 1971 Mayor Shipley 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: tlett Gibbs , _ Matney, Coen Shipley. Councilmen Absent: Green arrive a e �ririYoYtr•�*�yk�ic�lc•iY**�*�Y*�k�hk•�r�F�r*4r kk•*�k�kyYir�ryY�k�r**7k�k•Y7Yak�** " RESOI.,UTION NO. 3294 - ADOPTED . - H. B. PUBLIC FACILITIES CORP. The Clerk read Resolution No. 3294 by title - "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH, CALIFORNIA , APPROVING THE COR- PORATE EXISTENCE AND PURPOSES OF THE HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION AND APPROVING THE DIRECTORS OF SAID CORPORATION. " J On motion by Coen, Council waived further reading of Resolution No . 3294, and passed and adopted same by the following roll call vote : AYES : Councilmen: McCracken Bartlett,, Gibbs , Matney, Coen, Shipley NOES : Councilmen: None ABSENT: Councilmen: Green On motion by Coen the regular meeting- of the City Council of the City of Huntington Beach adjourned. at 10: 20 P.M. Motion carried . Paul C . Jones City Clerk and ex-officio Clerk j of the. City Council of the City j of Huntington Beach, California ATTEST: Donald D. Shipley Paul 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 1st day of March 19 71 WITNESS my hand and seal of the said City of Huntington Beach this a the 2nd day of March 19 71 Pau1._C City --officio Clerk of the City Council ,,. the City ¢ of Ham_ t.ington Reach-,- 6alifornia� , ! . Deputy Al e STATEMENT OF THE ACTION OF CITY COUNCIL Council Chamber, City Hall Huntington Beach, California Tuesday, September 8, 1970 Mayor Shipley 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. Shipley Councilmen Absent: men LETTER AGRMT. - O'MELVENY & MYERS - CIVIC IMPROVEMENT FINANCING The City Administrator informed Council of the provisions of the Letter Agreement presented, to the City by the firm of O 'Melveny & Myers cover- ing the establishment of a non-profit corporation for financing the Library, Civic Center and Police facilities, and recommended Council approval of same . Following discussion, a motion was made by Councilman Green to direct the employment of the firm of O 'Melveny & Myers for the establishment of a non-profit corporation for financing the library, police and civic center facilities as per the terms of the Letter Agreement of August 27, 1970. The motion was passed. by the following roll call vote: AYES: Councilmen: Green, Bartlett, McCracken, Gibbs, Matney, Shipley NOES: Councilmen: None ABSENT: Councilmen: Coen 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 Paul 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 14th day of September 19-L2— Paul C. Jones City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California BY: Deputy STATEMENT OF THE ACTION OF CITY 6OUNCIL Council Chamber, City Hall Huntington Beach, California Tuesday, September 8, 1970 Mayor Shipley 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: Greer„ Bartlett. McCracken. Gibbs . Matney. Shipley Councilmen Absent: Cam__ LETTER AGRMT. - O'MELVENY & MYERS - CIVIC IMPROVEMENT FINANCING The City Administrator informed Council of the provisions of the Letter Agreement presented. to the City by the firm of O 'Melveny & Myers cover- ing the establishment of a non-profit corporation for financing the Library, Civic Center and Police facilities, and. recommended. Council approval of same . Following discussion, a motion was made by Councilman Green to direct the employment of the firm of O'Melveny & Myers for the establishment of a non-profit corporation for financing the library, police and. civic center facilities as per the terms of the Letter Agreement of August 27, 1970. The motion was passed, by the following roll call vote: AYES: Councilmen: Green, Bartlett, McCracken, Gibbs, Matney, Shipley NOES: Councilmen: None ABSENT: Councilmen: Coen �k�k�k�lr�lrrk*•��r�F�ink�hk�lr�kdr�ir�r�r�r k�ir�le�k�Y�k�ir�ink•�k�k�t kk•�r�Ic�r*�k�ir�hk�k�k* 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 Paul 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 14th day of September 19-L2—. Paul C. Jones City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California BY: Deputy �41e�enme fn ` THE CITY OF HUNTINGTON BEACH The document you are viewing contains additional information that is not possible to produce electronically. For information on how to locate this document for viewing , please contact or visit the City Clerk's Office for assistance . 2000 Main Street 2nd Floor — City Hall Huntington Beach CA 92648 (714) 536-5227