HomeMy WebLinkAboutCIVIC IMPROVEMENT CORPORATION - CIC - 1986 - Exhibit A of Re (PROOF OF SERVICE BY MAIL - 1013a, 2015. 5 C.C.P. )
STATE OF CALIFORNIA )
ss.
COUNTY OF ORANGE )
I am employed in the county aforesaid; I am over the age of eighteen years
and not a party to the within entitled action; my business address is:
2.0,0.0_.L'1ai_r1,�.trpet, Hunti nato�Beach�CA _ __ _„_�
On 19 , I served the within
----- loll ForJPting_ND_tic_e_
on the Civic Improvement Corporation of Huntington Beach, California
in said action, by placing a true copy thereof enclosed in a sealed envelope with
postage thereon fully prepaid, in the United States mail at 2000 Main Street,
Huntington Beach, California addressed as follows:
Jack Kelly, P. 0. Box 1716, Huntington Beach, CA 92647
John Erskine, 711 Pacific Coast Hwy. , #404, Huntington Beach, CA 92648
Wes Bannister, 19242 McLaren Lane, Huntington Beach, CA 92646
Ruth Finley, 16161 Angler Lane, Huntington Beach, CA 92647
Peter Green, 6151 Kimberly Drive, Huntington Beach, CA 92647
Tom Mays, 6392 Gloria Drive, Huntington Beach, CA 92647
Grace Winchell , 6411 Weber Circle, Huntington Beach, CA 92647
I declare under penalty of perjury that the foregoing is true and correct.
Executed on June 26, 1987 _ at Huntington Beach
California.
gnature
g(-03
EXHIBIT A oar' ReS'
July 23, 1986 _
CLOSING MEMORANDUM
TO: All Parties on the Attached Distribution List
RE: Certificates of Participation (Civic Center Project) Evidencing the
Proportionate Interests of the Owners Thereof in Lease Payments to
be Made by the City of Huntington Beach as the Rental for Certain
Property Pursuant to a Lease Agreement with the City of Huntington
Beach Civic Improvement Corporation
The Pre-Closing and Closing of the captioned financing are scheduled to
be held in the offices of Jones Hall Hill & White, A Professional Law
Corporation, Four Embarcadero Center, Suite 1950, ' in San Francisco,
California, on Tuesday, August 12, and Wednesday, August 13, respectively. The
Pre-Closing will begin at 1:00 p.m. and the Closing will begin at 8:30 a.m.
Enclosed is a Schedule of Transcript Documents which sets forth the
documents to be presented and/or executed prior to Closing or at Closing.
This Memorandum makes reference to items listed on the Schedule of Transcript
Documents by the letter/number designation beside which they are listed. The
draft documents enclosed are numbered in the upper right-hand corner with
their corresponding letter/number designation on the Schedule of Transcript
Documents.
Set forth below is a description of procedures and responsibilities as
they affect each Closing participant. All documents executed and received by
this office prior to the Closing, as requested herein, will be held in escrow
by this office for delivery at the Closing upon consent and agreement of the
parties thereto.
PLEASE NOTE: A signing session is scheduled to be held at City Hall at
10:00 a.m. , Tuesday, August 5, through Stephen Kohler, Senior Community
Development Specialist, for the Mayor, City Administrator, and City Clerk of
the City; the President and Secretary of the Huntington Beach Public
Facilities Corporation; and the President, Chief Financial Officer and
City of Huntington Beach
July 23, 1986
Page 2
Secretary of the City of Huntington Beach Civic Improvement Corporation to
execute the documents to which they are a party. In order to prepare the
documents for said signing session, please transmit your comments regarding
the enclosed Schedule of Transcript Documents and draft documents to the
undersigned or Chick Adams, no later than 5:00 p.m. Friday, August 1, 1986.
CITY
1. At the signing session scheduled to be held at City Hall at 10:00
a.m. , Tuesday, August 5, the Mayor, City Administrator, Chief of
Administrative Services and the City Clerk will be requested to execute the
documents listed below. The undersigned will notarize the documents that
require notarization. The City Clerk is requested to bring the City seal .
(a) Acquisition Agreement: to be executed by the Mayor and City
Clerk,
(b) Grant Deed from City to Corporation: to be executed by the Mayor
and City Clerk signatures to be notarized) ,
(c) Discharge of 1972 Lease and Sublease: to be executed by the Mayor
and the City Clerk signatures to be notarized),
(d) Memorandum of Lease Agreement: to be executed by the Mayor and
City Clerk signatures to be notarized) ,
(e) Lease Agreement: to be executed by the Mayor and City Clerk,
(f) Trust Agreement: to be executed by the Mayor and City Clerk,
(g) Escrow Deposit and Trust Agreement: to be executed by the Mayor
and City Clerk,
(h) Incumbency and Signature Certificate: to be executed by the
Mayor, City Administrator, Chief of Administrative Services and
the City Clerk,
(i) Certificate as to Arbitrage: to be executed by the Chief of
Administrative Services, and
(j) Officer's Certificate: to be executed by the Mayor and City
Clerk.
2. Please have prepared and deliver to the aforementioned signing
session five (5) certified copies of the following resolution, each of which
should bear a legend to the effect that "The foregoing instrument is a true
City of Huntington Beach
July 23, 1986
Page 3
and correct copy of the original instrument on file in. the office of the City
Clerk of the City of Huntington Beach, which legend should be originally
executed by the City Clerk over which signature the seal of the City should be
impressed:
"Resolution of the City Council of the City of Huntington Beach
Approving Sale and Leaseback of Civic Center Land and Improvements with
City of Huntington Beach Civic Improvement Corporation, Approving and
Authorizing Execution of Related Acquisition Agreement, Lease Agreement
and Trust Agreement, Authorizing Proceedings for Refinancing of 1972
Bonds Issued to Finance Such Land and Improvements, Approving Offibial
Statement and Sale of Not to Exceed $20,000,000 Certificates of
Participation, and Approving Related Documents and Official Action",
adopted July 21, 1986.
3. Please have prepared and deliver to the aforementioned signing
session, evidence of, or commitment to provide insurance: public liability and
property damage insurance, fire and special extended coverage and earthquake
insurance and rental interruption insurance pursuant to Sections 5.3, 5.4 and
5.5 of the Lease Agreement, in the form required pursuant to Section 5.6 of
Lease Agreement.
4. Please advise the undersigned of any costs of issuance to be paid at
Closing from the Costs of Issuance Fund. If any amount(s) are to be disbursed
at Closing from said Account, please have invoices prepared and deliver to the
aforementioned signing session.
5. At the Pre-Closing, the Chief of Administrative Services will be
requested to execute the following:
a Written Request of City for Disbursements from Costs of Issuance
Fund, and
(b) City's Receipt of Rental Revenue Fund, Administrative Expense
Fund, Debt Service Fund and Bond Redemption Fund from 1972
Trustee.
CITY OF HUNTINGTON BEACH CIVIC IMPROVEMENT CORPORATION
1. At the signing session scheduled to be held at City Hall at 10:00
a.m. , Tuesday, August 5, the President, Chief Financial. Officer and Secretary
will be requested to execute the documents listed below. The undersigned will
notarize the documents that require notarization. The Secretary is requested
to bring the Corporation seal .
(a) Acquisition Agreement: to be executed by the President and
Secretary,
City of Huntington Beach
July 23, 1986
Page 4
(b) Certificate of Acceptance of Grant Deed from City to
Corporation: to be executed by the President and
Secretary signatures to be notarized),
(c) Memorandum of Lease Agreement: to be executed by the President
and Secretary signatures to be notarized) ,
(d) Lease Agreement: to be executed by the President and Secretary,
(e) Assignment Agreement: to be executed by the President and
Secretary signatures to be notarized) ,
(f) Trust Agreement: to be executed by the President and Secretary,
(g) Certificate Regarding Effectiveness of By-Laws and Articles of
Incorporation: to be executed by the Secretary,
(h) By-Laws of Corporation: to be executed by the Secretary,
(i) Signature Certificate of Corporation: to be executed by the
President, Chief Financial Officer and Secretary,
(j) Written Request to Trustee: to be executed by the President,
(k) Officer's Certificate of Corporation: to ,be executed by the
President and Secretary, and
(1) Requisition for Disbursements from Acquisition Fund: to be
executed by the Chief Financial Officer.
2. Please have prepared and deliver to the aforementioned signing
session, five (5) certified copies of the following resolution, each of which
should bear a legend to the effect that "The foregoing instrument is a true
and correct copy of the original instrument on file in the office of the
Secretary of the Corporation, which legend should be originally executed by
the Secretary over which signature the seal of the Corporation should be
impressed:
Resolution No. 86-6, "Resolution of the Board of Directors of the
/ City of Huntington Beach Civic Improvement Corporation Approving
Purchase and Leaseback of Civic Center Land and Improvements with the
City of Huntington Beach, Approving and Authorizing Execution of
Related Acquisition Agreement, Lease Agreement, Assignment Agreement
and Trust Agreement, Approving Official Statement and Sale of Not to
IC/1 Exceed $20,000,000 Certificates of Participation, and Approving
Related Documents and Official Action", adopted August 4, 1986.
City of Huntington Beach
July 23, 1986
Page 5
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
1. At the signing session scheduled to be held at City Hall at 10:00
a.m. , Tuesday, August 5, the President and Secretary will be requested to
execute the documents listed below. The undersigned will notarize the
documents that require notarization. The Secretary is requested to bring the
Corporation seal .
(a) Discharge of 1972 Lease and Sublease: to be executed by the
President and Secretary,
(b) Escrow Deposit and Trust Agreement: to be executed by the
President and Secretary,
(c) Certificate Regarding Effectiveness of By-Laws and Articles of
Incorporation: to be executed by the Secretary, and
(d) Signature Certificate of Corporation: to be executed by the
President and Secretary.
2. Please have prepared and deliver to the aforementioned signing
session, five (5) certified copies of the following resolution, each of which
should bear a legend to the effect that "The foregoing instrument is a true
and correct copy of the original instrument on file to the office of the
Secretary of the Corporation, which legend should be originally executed by
the Secretary over which signature the seal of the Corporation should be
impressed:
"Resolution of the Board of Directors of the Huntington Beach Public
Facilities Corporation Approving Proceedings to Refinance 1972
Leasehold Mortgage Bonds, First Issue", adopted July 30, 1986, and
3. Please also have prepared and deliver to the aforementioned signing
session, the following documents:
(a) Corporation's By-Laws,
(b) Articles of Incorporation, as certified by the Secretary of State
of California, and
(c) Letter of Exempt Standing From Internal Revenue Service.
TRUSTEE AND COUNSEL
1. When the proof for the Certificates of Participation has been
cleared, the undersigned will inform the Trustee when the definitive
City of Huntington Beach
July 23, 1986
Page 6
Certificates of Participation will be delivered for registration and
execution.
2. The undersigned will deliver to the Trustee by Friday, August 8, five
(5) copies of the Assignment Agreement (signatures to be notarized) to be
executed and returned to the undersigned by 10:00 a.m. , Monday, August 11.
3. The undersigned will notify the Trustee, by Monday, August 11, of the
amount(s) and payee(s) of any disbursements to be made at Closing from the
Costs of Issuance Fund and the Acquisition Fund. The Trustee is requested to
prepare and deliver to the Closing checks/and or fedwires for payment of such
amount(s) .
4. Please have prepared and deliver to the Pre-Closing, the following:
(a) five (5) originally executed copies of your Certificate of Trustee
relating to due authorization, authentication and incumbency and
including certified general signing resolution of board of
directors, and
(b) five (5) originally executed copies of the Opinion of Counsel to
the Trustee required pursuant to Section 9(6) of the Purchase
Agreement. Please note that said opinion is to be dated the date
- of Closing, August 13, 1986.
5. At the Pre-Closing, the Trustee will be requested to execute the
following documents:
(a) Trust Agreement, and
(b) Certificate of Trustee.
6. At the Closing, upon receipt by the Trustee of the purchase price of
the Certificates of Participation, the Trustee will be requested to execute
the Trustee's Receipt of Proceeds, and upon receipt from the Escrow Bank of
the Reserve Account for the 1972 Bonds, the Trustee will be requested to
execute the Trustee's Receipt of Reserve Account from Escrow Bank.
BANK OF AMERICA, AS 1972 TRUSTEE AND ESCROW BANK
1. Please deliver to the Pre-Closing the following:
(a) Certificate of Escrow Bank relating to due authorization,
authentication and incumbency and including certified general
signing resolution of board of directors,
(b) Originally executed UCC-2 Termination Statements to be filed at
Closing, and
City of Huntington Beach
July 23, 1986
Page 7
(c) Copy of the State and Local Government Securities Subscriptions
for Federal Securities to be deposited into escrow.
2. At the Pre-Closing you will be be requested to execute the Escrow
Deposit and Trust Agreement. _
3. At the Closing you will be requested to executed the following
documents:
(a) Certificate Verifying Receipt of Funds from City for deposit into
Escrow Fund and Acknowledging Purchase of Federal Securities
pursuant to Section 4 of Escrow Agreement, and
(b) Certificate Verifying Transfer by 1972 Trustee of 1972 Bonds
Accounts and Funds: Reserve Account to Trustee and Rental Revenue
Fund, Administrative Expense Fund, Debt Service Fund and Bond
Redemption Fund to City pursuant to Section 5(a) of Escrow
Agreement.
UNDERWRITER AND COUNSEL
1. Please advise the undersigned of the amount(s) and payee(s) of any
Costs of Issuance which are to be paid at Closing and for which you will
deliver invoices at the Closing.
2. Please have prepared and deliver to the undersigned the following:
(a) at least five (5) originally executed copies of the Purchase
Agreement,
(b) at least twenty (20) copies of the Preliminary and Final Official
Statements,
(c) five (5) originally executed copies of a letter regarding the
reserve requirement,
(d) Rating Letter of Moody's Investors Service,
(e) Certificate/Study of independent certified public accountants
verifying sufficiency of deposits to Escrow Fund pursuant to
Section 9(9) of Purchase Agreement, and
(f) at least five (5) copies of the Blue Sky and Legal Investment
Memorandum.
City of Huntington Beach
July 23, 1986
Page 8
3. Please confirm with undersigned the purchase price of the
Certificates of Participation for delivery at Closing in immediately available
funds.
4. At the Closing, upon receipt by the Trustee of the aforementioned
purchase price, and the Trustee's release of the definitive Certificates of
Participation, a representative of the Underwriter will be requested to
execute the Receipt for Certificates of Participation.
SPECIAL COUNSEL
1. To arrange with First American Title Insurance Company for the
recordation at 8:00 a.m. , August 13, in the office of the County Recorder of
Orange County, of the Grant Deed from the City to the Corporation, the
Discharge of 1972 Lease and Sublease, the Memorandum of Lease and the
Assignment Agreement. Upon recordation, First American Title Insurance
Company will deliver the original CLTA Title Insurance Policy, together with 6
copies to the Closing. The Policy will insure Corporation' s fee title to the
project and the City's leasehold title to the project pursuant to Sections 4.6
and 5.6 of the Lease Agreement.
2. Deliver to the Closing, the following:
(a) Certificate of Mailing Report of Proposed Debt Issuance, together
with Report,
(b) Certificate of Mailing Report of Final Sale, together with Report,
(c) Certificates of Exempt Standing from California Secretary of
State,
(d) Certificates of Good Standing of Corporations from California
Secretary of State, together with Articles of Incorporation for
the City of Huntington Beach Civic Improvement Corporation, as
certified by California Secretary of State,
(e) Specimen Certificates of Participation, and
(f) Opinions and Reliance Letters, listed as Items B9, C11, and H2
through H5.
3. Prepare five (5) original Transcripts, to be distributed at Closing
as follows:
City of Huntington Beach
City of Huntington Beach Civic Improvement Corporation
Huntington Beach Public Facilities Corporation
City of Huntington Beach
July 23, 1986
Page 9
Security Pacific National Bank
Stone & Youngberg
4. Following the Closing, prepare photocopies of an original Transcript,
to be distributed as follows:
Bank of America National Trust and Savings Association
City of Huntington Beach
Jones Hall Hill & White, A Professional Law Corporation
ALL PARTIES
1. Please review the enclosed Schedule of Transcript Documents and draft
documents and advise Chick Adams or the undersigned as soon as possible with
any comments you may have.
2. Please advise the undersigned as soon as possible, but in no event
later than 12:00 p.m. , Monday, August 11, with the amount(s) and payee(s) of
any Costs of Issuance which are to be paid at Closing and for which you will
deliver invoices at the Closing.
Very truly yours,
Janet H. Ekberg
Project Coordinator
JE/j/JE3407
Enclosures
13018-12 `� JHHW:CFA:JE JE3393
CERTIFICATES OF PARTICIPATION
(CIVIC CENTER PROJECT)
Evidencing the Proportionate Interests of the Owners
Thereof in Lease Payments to be Made by the
i CITY OF HUNTINGTON BEACH
As the Rental for Certain Property Pursuant to a
Lease Agreement with the
CITY OF HUNTINGTON BEACH CIVIC IMPROVEMENT CORPORATION
SCHEDULE OF TRANSCRIPT DOCUMENTS
A. BASIC LEGAL DOCUMENTS
1. Huntington Beach Public Facilities Corporation ("HBPFC")
Resolution No. - "Resolution of the Board of Directors of
the Huntington Beach Public Facilities Corporation Approving
Proceedings to Refinance 1972 Leasehold Mortgage Bonds, First
Issue", adopted July 30, 1986.
2. City of Huntington Beach ("City") Resolution No.
"Resolution of the City Council of the City of Huntington Beach
Approving_ Sale and Leaseback of, Civic Center Land and
Improvements with City of Huntington Beach Civic Improvement
Corporation, Approving and Authorizing Execution of Related
Acquisition Agreement, Lease Agreement and Trust Agreement,
Authorizing Proceedings for Refinancing of 1972 Bonds Issued to
Finance Such Land and Improvements, Approving Official Statement
and Sale of Not to Exceed $20,000,000 Certificates of
Participation, and Approving Related Documents and Official
Action", adopted July 21, 1986.
3. City of Huntington Beach Civic Improvement Corporation
("Corporation") Resolution No. 86-6, "Resolution of the Board of
Directors of the City of Huntington Beach Civic Improvement
Corporation Approving Purchase and Leaseback of Civic Center Land
and Improvements with the City of Huntington Beach, Approving and
Authorizing Execution of Related Acquisition Agreement, Lease
Agreement, Assignment Agreement and Trust Agreement, Approving
Official Statement and Sale of Not to Exceed $20,000,000
Certificates of Participation, and Approving Related Documents
and Official Action adopted August 4, 1986.
4. Certificate of Mailing Report of Proposed Debt Issuance to
California Debt Advisory Commission, together with Report.
5. Preliminary Official Statement.
6. Discharge of 1972 Lease and Sublease between City and HBPFC.
9 y
7. Acquisition Agreement by and between City and Corporation.
8. Grant Deed from City to Corporation, together with Certificate of
Acceptance of Grant Deed (recorded).
9. Memorandum of Lease Agreement (recorded) together with Lease
Agreement by and between Corporation and City.
10. Assignment Agreement by and between Corporation and Security
Pacific National Bank, as trustee ("Trustee") (recorded).
11. Trust Agreement by and among Trustee, Corporation and City.
12. Escrow Deposit and Trust Agreement Relating to 1972 Bonds by and
among HBPFC, City and Bank of America National Trust and Savings
Association, as escrow bank ("Escrow Bank").
13. Purchase Agreement among Stone & Youngberg ("Underwriter") , City
and Corporation, and acknowledged by Trustee and Escrow Bank.
14. Final Official Statement.
15. Certificate of Mailing Report of Final Sale to California Debt
Advisory Commission, together with Report.
B. CITY CLOSING DOCUMENTS
1. Incumbency and Signature Certificate of City.
2. Certificate as to Arbitrage, together with Underwriter's letter
regarding reserve requirement.
3. Officer's Certificate of City pertaining to (a) effectiveness of
resolution and documents, (b) no-litigation and (c) disclosures.
4. Written Request of City for Disbursements from Costs of Issuance
Fund for payment of costs of issuance pursuant to Section 3.03 of
Trust Agreement.
5. Evidence of, or commitment to provide insurance: public liability
and property damage insurance, fire and special extended coverage
insurance and rental interruption insurance pursuant to Sections
5.3, 5.4, and 5.5 of Lease Agreement, pursuant to Section 5.6 of
Lease Agreement.
6. City's Receipt of Rental Revenue Fund, Administrative Expense
Fund, Debt Service Fund and Bond Redemption Fund from 1972
Trustee pursuant to Section 5(a) of Escrow Agreement.
7. Opinion of City Attorney pursuant to Section 9(5) of Purchase
• Agreement.
C. CORPORATION CLOSING DOCUMENTS
-2-
1. Certificate of Good Standing from California Secretary of State.
2. Certificate Regarding Effectiveness of By-Laws and Articles of
Incorporation, together with By-Laws.
3. Articles of Incorporation, as certified by the Secretary of State
of California.
4. Certificate of Exempt Standing from California Secretary of
State.
5. Letter of Exempt Standing From Internal Revenue Service.
6. Signature Certificate of Corporation.
7. Written Request to Trustee pursuant to Section 2.01 of - Trust
Agreement.
8. Officer's Certificate of Corporation pertaining to (a)
effectiveness of resolution and documents, (b) no-litigation, (c)
disclosures and (d) permitted encumbrances.
9. Requisition for Disbursements from Acquisition Fund for payment
of acquisition costs pursuant to Section 3.04 of Trust Agreement.
10. CLTA Title Insurance Policy in the amount of $20,000,000 insuring
Corporation' s fee title to project and and City' s leasehold title
to project pursuant to Section 4.6 and 5.6 of Lease Agreement.
11. Opinion of Jones Hall Hill & White, A Professional Law
Corporation pursuant to Section 9(4) of Purchase Agreement.
D. HBPFC CLOSING DOCUMENTS
1. Certificate of Good Standing from California Secretary of State.
2. Certificate Regarding Effectiveness of By-Laws and Articles of
Incorporation, together with By-Laws.
3. Articles of Incorporation, as certified by the Secretary of State
of California.
4. Letter of Exempt Standing From Internal Revenue Service.
5. Signature Certificate of Corporation.
E. ESCROW BANK/1972 TRUSTEE CLOSING DOCUMENTS
1. Certificate of Escrow Bank relating to due authorization,
authentication and incumbency and including certified general
signing resolution of board of directors.
-3-
2. UCC-2 Termination Statements.
3. Certificate Verifying Receipt of Funds from City for deposit into
Escrow Fund and Acknowledging Purchase of Federal Securities
pursuant to Section 4 of Escrow Agreement.
4. State and Local. Government Securities Subscriptions.
5. Certificate Verifying Transfer by 1972 Trustee of 1972 Bonds
Accounts and Funds: Reserve Account to Trustee and Rental
Revenue Fund, Administrative Expense Fund, Debt Service Fund and
Bond Redemption Fund to City pursuant to Section 5(a) of Escrow
Agreement.
F. TRUSTEE CLOSING DOCUMENTS
1. Certificate of Trustee relating to due authorization,
authentication and incumbency and including certified general
signing resolution of board of directors.
2. Certificate of Trustee.
3. Trustee's Receipt of Proceeds.
4. Trustee's Receipt of Reserve Account from Escrow Bank pursuant to
Section 5(a) of Escrow Agreement.
5. Opinion of Counsel to Trustee pursuant to Section 9(6) of
Purchase Agreement.
G. UNDERWRITER CLOSING DOCUMENTS
1. Rating Letter of Moody' s Investors Service pursuant to Section
9(7) of Purchase Agreement.
2. Certificate/Study of independent certified public accountants
verifying sufficiency of deposits to Escrow Fund pursuant to
Section 9(9) of Purchase Agreement.
3. Blue Sky and Legal Investment Memorandum.
4. Receipt of Certificates of Participation.
5. Specimen Certificate of Participation.
H. SPECIAL COUNSEL CLOSING DOCUMENTS
1. Recordation Instructions to First American Title Insurance
Company.
-4-
2. Final Approving Legal Opinion of Jones Hall Hill & White, A
Professional Law Corporation.
3. Supplemental Opinion of Jones Hall Hill & White, A Professional
Law Corporation pursuant to Sections 9(2) and 9(3) of Purchase
Agreement.
4. Reliance Letter of Jones Hall Hill & White, A Professional Law
Corporation, to Trustee.
5. Reliance Letter of Jones Hall Hill & White, A Professional Law
Corporation, to Underwriter.
-5-
from the desk of:
CHRISTINE SKEEN
DEPUTY CITY CLERK
(714) 536--5260
P.O. BOX 190
HUNTINGTON BEACH, CA 92648
STATE OF CALIFORNIATEL c(800)852-5711 BANK & CORPORATION TAX
_d;re FRANCHISEETAXTAX BOARD
D
ACRAMENTO CA 95857 NOTICE OF BALANCE DUE
4161537928C08HB0689000000467403
DATE 05/18/90 INCOME YEAR ENDED: 06/30/89
CITY OF HUNTINGTON BEACH CIVIC CORPORATE NO.: 1537928 C08HB
IMPROVEMENT CORPORATION
ALICIA WENTWORTH BALANCE DUE: $46.74
2000 MAIN STREET
HUNTINGTON BE CA 92648
FTB 5947-M(REV 2-89) RETURN this portion with your payment
KEEP this portion for your records
YCU HAVE AN UNPAID LIABILITY FOR THE INCOME YEAR ENDED 06/30/89. YOU SHOULD RESOLVE THIS
MATTER NOW BY PROMPT PAYMENT. PLEASE CONTACT US IF YOU HAVE ANY QUESTIONS. ADDITIONAL
PENALTY AND/OR INTEREST ACCRUES AT THE RATE PRESCRIBED BY LAW FROM THE DATE OF THIS NOTICE
TO THE DATE PAYMENT IS RECEIVED. HOWEVER, NO ADDITIONAL INTEREST WILL ACCRUE IF PAYMENT IN
FULL IS RECEIVED WITHIN 10 DAYS FROM THE DATE OF THIS NOTICE. THE BALANCE DUE IS AS
FOLLOWS:
SUMMARY OF BALANCE DUE
TRANSACTION TRANS.
DESCRIPTION* DATE CHARGES CREDITS BALANCE
RETURN FEE 05/14/90 $15.00 $15.00
RETURN FEE 05/14/90 $10.00 $25.00
PAYMT W/RETURN 05/14/90 $10.00 $15.00
PENALTY—DELQ 05/18/90 $30.00 $45.00
INTEREST TO DATE $1.74
PAY THIS AMOUNT $46.74
tea
r f
m
WIf payment in full is not received within 30 days of the date of this notice,a state tax lien may be filed against your property per
Q Government Code Section 7171. Make check or money orders payable to FRANCHISE TAX BOARD.
* See insert for explanation of transaction description
STATE OF CALIFORNIA INCOME YEAR ENDED: 06/30/89
00 FRANCHISE TAX BOARD
SACRAMENTO CORPORATE NO.: 1537928 C08HB
TAXPAYER SERVICE
TELEPHONE: (800) 852-5711 BALANCE DUE: $46.74
EXPLANATION OF TRANSACTION DESCRIPTION
AMENDED TAX Amended return or data.
ALT MIN TAX Self assessed alternative minimum tax from Schedule P (100).
CANCEL FEE Cancellation of return fee.
BLN-N GNS TAX Self assessed built-in gains tax from Schedule D (100S).
CANCEL AMT Cancellation of alternative minimum tax.
CANCEL NPI TAX Cancellation of excess net passive income tax.
CANCEL PEN Cancellation of penalty.
CANCEL PREF TAX Cancellation of preference tax.
CANCEL S TAX Cancellation of Schedule S tax.
CANCEL TAX Cancellation of return tax.
CERT-SOS Penalty for failure to file "Statement by Domestic Stock Corporation".
COMMENCING ADJ Adjustment to the commencing tax.
COMMENCING TAX Commencing tax liability.
DECERT-SOS Penalty cancellation for failure to file "Statement by Domestic Stock Corporation".
DIS/PAYMENT Check not honored by the corporation's bank.
EXS NPI TAX Self assessed excess net passive income tax from worksheet C.
INT ALLOWED Interest allowed on a refund or transfer of overpayment.
JEOPARDY Assessment issued with a demand for payment of unpaid tax.
MATH ERROR Tax or income computation error on the return.
MONTHLY PEN 0.5% penalty for failure to pay tax by the original return due date. Accrues each month
the tax remains unpaid. 40 month maximum. Applicable to income years ending on or
after 12/31/87.
NPA FINAL Notice of Proposed Assessment or Notice of Action on Appeal or Protest has become
final.
PAYMT TRANSFER Transfer of a payment or an overpayment.
PAYMT-CERT PEN Payment applied to the penalty for failure to file "Statement by Domestic Stock
Corporation".
PENALTY-COMP Penalty for failure to report all compensation paid for personal services. Computation
is based on information from the Employment Development Department.
PENALTY-DELQ Penalty for failure to file a timely return: 5% a month on the unpaid tax, as of the
original return due date, for each month the return is not filed after the due date
(original or extended). 25% maximum. Penalty for failure to file a timely exempt
information return: $5 for each month the return is late. $40 maximum.
PENALTY-DEMAND 25% penalty for failure to file after Notice and Demand.
PENALTY-EST Penalty for underpayment of estimated tax. See Page 1 for applicable interest rates.
PENALTY-FRAUD 50% penalty for fraud with intent to evade tax for returns due prior to 1/1/89.
75% penalty for fraud with intent to evade tax for returns due after 12/31/88.
PENALTY-INFO 25% penalty for failure to furnish information upon request.
PENALTY-NEGL 5% penalty for negligence or intentional disregard of rules and regulations.
PENALTY-PAYMT 5% penalty for failure to pay tax by the original return due date. $5 minimum, $1,000
maximum. Applicable to income years ending before 12/31/87.
PREPAY TAX ADJ Adjustment to the prepayment tax.
PREPAYMENT Minimum tax paid to the Secretary of State upon incorporation.
PREPAYMENT TAX Minimum tax charged for the privilege of doing business in California for the first year.
PROCESS ADJ Tax adjustment due to a processing error.
REDEPOSIT Redeposit of refund.
RETURN FEE Exempt information return filing fee. If the $10 fee is not paid timely, an additional $15
return fee is charged.
RETURN TAX Self assessed tax from the return.
SCH S TAX Self assessed tax from Schedule S.
SUPPLMT TAX Tax assessed in addition to or in lieu of the return.
TAX ADJ Adjustment due to a change in the tax rate or the minimum tax.
TAX CREDITS Tax credits from the return.
TAX CREDITS ADJ Adjustment to tax credits.
TAX WITHHELD Credit for taxes withheld.
UNDERPAY PEN 5% penalty for failure to pay tax by the original return due date. Applicable to income
years ending on or after 12/31/87.
FTB 1138(REV 2-90)SIDE 2
STATE OF CALIFORNIA
FRANCHISE TAX BOARD
BANK AND CORPORATION BILLING INFORMATION
INTEREST RATES
PERIOD RATE PERIOD RATE
Prior to 01/01/76 . . . . . . . . . . . . . . . . . . . . . . . . . 6% 07/01/86— 12/31/86 . . . . . . . . . . . . . . . . . . . . . 9%
01/01/76 — 05/26/82 . . . . . . . . . . . . . . . . . . . . . 12% 01/01/87 — 09/30/87 . . . . . . . . . . . . . . . . . . . . . 8%
05/27/82 —05/31/82 . . . . . . . . . . . . . . . . . . . . . 18% 10/01/87 — 12/31/87 . . . . . . . . . . . . . . . . . . . . . 10%
01/01/83 — 02/28/83 . . . . . . . . . . . . . . . . . . . . . 14% 01/01/88—03/31/88 . . . . . . . . . . . . . . . . . . . . . 11%
03/01/83—06/30/83 . . . . . . . . . . . . . . . . . . . . . 16% 04/01/88 —09/30/88 . . . . . . . . . . . . . . . . . . . . . 10%
07/01/83 — 12/31/84 . . . . . . . . . . . . . . . . . . . . . 11% 10/01/88— 06/30/89 . . . . . . . . . . . . . . . . . . . . . 11%
01/01/85 — 06/30/85 . . . . . . . . . . . . . . . . . . . . . 13% 07/01/89— 12/31/89 . . . . . . . . . . . . . . . . . . . . . 12%
07/01/85 — 12/31/85 . . . . . . . . . . . . . . . . . . . . . 11% Beginning 01/01/90 . . . . . . . . . . . . . . . . . . . . . . . 11%
01/01/86—06/30/86 . . . . . . . . . . . . . . . . . . . . . 10%
INTEREST ON TAX— Interest is charged on unpaid tax from the original due date of the return until the date of payment.
INTEREST ON PENALTY— Interest is charged on unpaid taxes from the original due date of the return until the date of payment.
Interest on the penalty for failure to file a return by the due date of the return, failure to pay the tax by the due date of the return,
and failure to make a reasonable attempt to obey the tax laws, is assessed from the due date of the return (including extensions)
to the date of payment.
INTEREST COMPOUNDED —The rates are compounded daily beginning July 1, 1983, for all purposes except the computation of
additions to tax arising from the underpayment of estimated tax (estimate penalty).
PAYMENT WITHIN TEN DAYS— If the amount owed is paid in full within ten (10) days of the date on the notice, no interest will be
charged beyond the date on the notice.
TAXPAYERS' BILL OF RIGHTS INFORMATION
The Taxpayers' Bill of Rights Act(Revenue and Taxation Code Sections Any questions concerning our collection process or procedures should
21001-21022),which became effective January 1, 1989,ensures that the be directed to the phone number listed below.In addition,the
rights, privacy and property of California taxpayers are adequately Franchise Tax Board has a Taxpayers' Rights Advocate who reviews
protected during the process of the assessment and collection of taxes. those cases where taxpayers have been unable to resolve their
If we levy or seize property and you believe our action is improper,you problems with our department through normal channels.You may
have the right to a hearing to provide us with information to modify or contact the Advocate by calling one of the phone numbers listed below
withdraw our levy or stop the sale of your property. or writing to:
If we file a lien in error,we will mail a Franchise Tax Board notice of Franchise Tax Board
error,at your request,to the credit reporting companies in the county P.O. Box 942840
where the lien was filed. Sacramento,CA 94240-0040
If we levy upon your bank account in error,we can reimburse you for
bank charges incurred as a result of our error.Your claim must be filed
within 90 days from our levy date.
TELEPHONE ASSISTANCE
Southern California Northern California Sacramento Metropolitan Area
(Area Codes 213,619, 714, 805, 818) (Area Codes 209,408,415,707,916) and Out of State
(800)852-5711 (800)852-7050 *(916)369-0500
For hearing impaired with TDD(800)822-6268
*If this is a toll call from your Sacramento location,call(800)852-7050.
FTB 1138(REV 2-90)SIDE 1
V
OHN K. VAN DE KAMP �;+} `� '� State of California
Attorney General �� 't ,r ARTMENT OF JUSTICE
P.O. BOX 903447
�pH SACRAMENTO 94203-4470
(916) 445-2021
January 8 , 1988
City of Huntington Beach Civic
Improvement Corp
Gail Hutton IN REPLY,PLEASE REFER TO
2000 Main Street OUR FILE NO. CT 65743
Huntington Beach, Ca . 92648
REGISTRATION WITH ATTORNEY GENERAL
The documents required by the Uniform Supervision of Trustees for Charitable
Purposes Act for registration with the Attorney General have been received.
The state registration number (file number) shown above has been assigned to
you. Please refer to this number in all communications with this office.
Forms for filing periodic reports will be sent to your address of record at the
end of each accounting period. You must advise us of address changes.
5X Our records indicate that your accounting period ends annually on
July 31 If it is not correct, please inform us.
RX If you do not receive income, assets or incur expenses by the end of your
first accounting period, you should so inform us at that time, in lieu of
filing the required report.
FIX Reporting is now required for the past accounting period(s) ended
July 31 , 1987 Forms are enclosed.
FX Provide a copy of the Internal Revenue Service determination letter which
exempts you from federal income tax. If you have not yet obtained such a
letter, provide a copy as soon as it is available.
aX Provide a list of your current directors and officers with their mailing
addresses.
5X Provide a copy of your bylaws.
Your directors should adhere to the provisions of the Nonprofit Corporation Law,
particularly Corporations Code sections 5230-5260 relating to standards of con-
duct, investments, examination by the Attorney General , and compliance with the
Internal Revenue Code. The Code should be available in a local library.
Very truly yours,
JOHN K. VAN DE KAMP
Att rney General
LARRY 1 . CAMPBELL, Registrar THIS LETTER SHOULD BE KEPT
Registry of Charitable Trusts WITH YOUR PERMANENT RECORDS
CT-470 .(7-36) SEE OTHER SIDE
INFORMATION FOR PERSONS ADMINISTERING CHARITABLE FUNDS
You will need to comply with the different requirements of several agencies. Most
agencies will send you forms or correspondence which informs you of the action to
be taken. To avoid confusion and unnecessary penalties, you should maintain a
separate file for each agency to organize the information received and copies of
your replies and reports to each agency, such as the Attorney General , the
Franchise Tax Board, the Secretary of State, and the Internal Revenue Service, etc.
Information regarding some of the agencies with which you may be involved, in
addition to the Attorney General 's Registry of Charitable Trusts--
FRANCHISE TAX BOARD, Exempt Organization Section, 9645 Butterfield Drive,
Sacramento, CA 95867; Telephone (916) 369-4171
Application for exemption from California franchise or income tax is made to
the Franchise Tax Board.
Exempt Organization Information Return (Form 199) or Statement (Form 199B) is
required to be filed annually.
INTERNAL REVENUE SERVICE ( IRS)
Application for exemption from federal income tax is made to the IRS.
An annual return is usually required on Form 990, 990-PF, etc.
Employer Identification Number (EIN) is obtained from the IRS.
Contact the IRS at the address and telephone number in your local directory.
SECRETARY OF STATE, 1230 J Street, Sacramento, CA 95814; Telephone (916) 445-6371
California corporations file Articles of Incorporation and amendments with the
Secretary of State.
Corporations formed outside California need to "Qualify to Transact Intrastate
Business" in California with the Secretary of State.
Corporation numbers are assigned by the Secretary of State.
California corporations must annually file information on their current officers
on "Statement by Domestic Corporation" with the Secretary of State.
STATE BOARD OF EQUALIZATION
The collection of sales taxes is a function of the State Board of Equalization.
Exemptions from property taxes are controlled by this agency.
SOLICITATIONS
Various city and county governments have enacted laws requlatinq charitable
solicitations. Peri-fits and fees r,iay be required. You should contact your local
government before conducting any charitable soliciations.
We have a listing available of cities and counties indicating whether permits
to solicit are needed and giving contact addresses and telephone numbers. To
request our listing, write or call us. Our address and telephone number are
on the other side.
There may be other governmental agencies which require information or reports from
you depending upon the nature of your activities, sources of income, etc. The
information provided herein is not intended to cover all of the entities which may
require information from you.
JOHN X VAN DE KAMP State of California
Attorney General \0N1\ �� DEPARTMENT OF JUSTICE �
�aN P.O. BOX 903447
SACRAMENTO 94203-4470
(916) 445-2021
IF YOUR ORGANIZATION HAS NOT YET RECEIVED FUNDS OR OTHER ASSETS, CHECK
THE APPROPRIATE BOX BELOW AND RETURN THIS FORM IN LIEU OF FORM CT-2
Please enclose a list of the organization 's current directors and
officers with their mailing addresses.
WE HAVE NOT RECEIVED FUNDS OR OTHER ASSETS TO DATE:
❑ The organization is not active at this time. We plan to begin
operating by
The organization is not active. We do not plan to ever operate the
organization.
If incorporated, do you plan to formally dissolve?
❑ Yes, please send dissolution information.
❑ No, we do not plan to formally dissolve.
Organization's Name
Organization's Address
CT File Number Date Fiscal Year Ends
Completed By Date
Title
Telephone Number ( )
For your convenience in returning this form to us, our address is printed
to appear through a No. 10 envelope window.
MAIL THIS FORM TO:
REGISTRY OF CHARITABLE TRUSTS
P. 0. Box 903447
Sacramento, CA 94203-4470
CT-3 (10-87)
FORM CT - 2 (REV. 12-86) Failure to file this report by the
MAIL TO: PERIODIC REPORT 15th day of the fifth month after
Registry of Charitable Trusts the close of your accounting period
P.O. Box 903447 TO ATTORNEY GENERAL OF CALIFORNIA may result in the disallowancethes of
Sacramento, CA 94203-4470 your tax exemption and the assess-
Telephone , C 44 4203- section 12586,California Government Code ment of a minimum tax of $200.
21
ACCOUNTING PERIOD — For the Year Beginning 19 and Ending 19
If address changed ckeck here . . . ❑ and show changes below v J10 L
State Charily registration number CT
File Name of organization
Form Corporate or
with Organization No
label Address(number and street)
Other- A. Is the organization exempt from federal Yes No
wise, City or town,State,and ZIP code income tax? If"no",attach explana-
print tion.See instructions.
or type.
B. Is this entity a split-interest trust?
PART 1 FILING REQUIREMENTS: CHECK ONE BOX AND ATTACH THE REQUIRED IRS FORMS
❑ This entity is not'a private foundation.We have attached a completed copy of IRS Form 990, and Schedule A (Form 990) and
related attachments (even though we may not be required to file these uniform forms with the IRS). Complete Part II below.
❑ This entity is a private foundation.We have attached a completed copy of IRS Form 990-PF and related attachments.
Complete Parts II and III below.
PART IA ACTIVITIES: ANSWER BOTH QUESTIONS Yes No
a Are the activities of this entity limited to grantmaking?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a
b Does this entity conduct operating program activities? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b
d
PART If STATEMENTS REGARDING THIS ORGANIZATION DURING THE PERIOD OF THIS REPORT Yes No
1 Was 50%or more of your total revenue from government grants?(See line 1 instructions) . . . . . . . . . . . . . . . . . . . . . 1
If"yes",attach a schedule showing the agency(s)name,address,purpose of the grant and the amount.
List only the four different government agencies that provide the largest amounts.
2 Were you audited by any government agency which resulted in audit exceptions in excess of$50,000 being taken?. . . . . . . . . 2
If"yes",attach a copy of the audit report(s),and enter here the total amount involved. . . . . . . . 2a $
3 Did an independent public accountant issue a report on your financial statements? . . . . . . . . . . . . . . . . . . . . . . . . . 3
If"yes",enter here:Accountant's Name Telephone( )
4 Is any of your property held in the name of or commingled with the property of any other organization or person, other than
Pooled Investment Funds? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
If"yes",attach justification,including value of assets commingled.
5 Were there any contracts,loans,leases or other financial transactions between the organization and any officer,director or
trustee thereof either directly or with an entity in which any such officer,director of trustee had any financial interest? 5
If"yes",attach a detailed explanation and enter here the total amount involved . . . . . . . . . . . 5a $
6 Did you donate anything to an organization that is not tax-exempt under Section 501 (c)(3)or 501 (c)(4)of the IRC? . . . . . . 6
If"yes",attach explanation and enter here the fair market value of the donation. . . . . . . . . . . 6a $
7 Did this organization regularly solicit salvage, sell salvage in a thrift store, or was it a party to a contract
involving the solicitation or sale of salvage? If "yes", include amounts on Form 990, line 10. . . . . . . . . . . . . . . . . . 7
8 Were you or any of your officers,directors or trustees a party to any court action in which there was
an alleged breach of trust?If"yes",attach explanation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9 Did you pay or incur any tax-related penalty,fine or judgment? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
If"yes",attach an explanation and enter here the total amount involved. . . . . . . . . . . . . . . . 9a $
Under penalties of perjury,I declare that I have examined this report including accompanying documents,schedules and statements,and to the best of my
knowledge and belief,it is true,correct and complete.
Signature of authorized officer(See instructions) Printed Name Title Date
PAGE 1,Original—Mail to:Registry of Charitable Trusts
Yes No
10 Did you receive$10,000 or more in direct public support(Form 990,line 1(a)or included in Form 990-PF, Part I, line 1)? . . . . 10
If"yes",enter the following amounts:
(a) Direct support from the general public . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10a
(b) Foundation and trust grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10b
(c) Corporate and other business grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10c
(d) Bequests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10d
(e) Total direct public support(add lines a through d) . . . . . . . . . . . . . . . . . . . . . . . . 10e
11 Did you contract with or use the services of an independent professional fund raiser?If"yes",complete Part IV(Form CT-2). . . 11
12 Did your invested assets total$50,000 or more?If"yes",complete Part V(Form CT-2) (See line 12 instructions) . . . . . . . . . 12
13 Did you receive any income from any bingo game? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
If"yes",enter here the gross revenue obtained from the bingo game(s)whether or not all such monies
were received by your organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13a $
14 Employee compensation of the five highest paid employees:
(a) Did any individual employee receive salary plus employer contribution to employee benefit plans,ex-
pense account or other allowance in excess of$100,000? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14a
(b) Other than salary,was compensation,bonuses or other benefits not listed in(a)above of$10,000,
or more,paid any employee? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14b
(c) Did any employee receive the benefit of a residence for personal use which was owned or leased by
the organization? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14c
(d) Did the organization lease, rent or purchase any equipment,property,or facility to or from an
employee or any business entity in which the employee had any financial interest? . . . . . . . . . . . . . . . . . . . . 14d
(e) Did the organization make any loans in excess of$5,000 to any employee? . . . . . . . . . . . . . . . . . . . . . . . . . Me
If any of questions 14(a), (b), (c), (d), or (e) are answered "yes", attach the organization's employment
contract with the employee(s), copies of any contracts or agreements with the employee(s) and specific
details to fully explain any"yes"response.
15 Did you make any payments to independent consultants or contractors other than for(a)fundraising,(b)accounting,
(c)legal fees,(d)investment fees? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
If"yes",attach a schedule which shows each payee's name and address and specifies the amount and
purpose of each payment;enter here the total of all such payments . . . . . . . . . . . . . . . . . 15a $
16 If you incurred or paid any of the following taxes and/or related penalties,enter the amounts in the
blanks provided.
Tax Penalty
aPayroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16a
bSales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16b
c Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16c
d Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16d
e Unrelated Business Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . He
(17-30 not currently in use)
FORM CT - 2 (REV. Failure to fie this report by the
MAIL TO: PERIODIC REPORT 15th day of the fifth month after
Registry of Charitable Trusts the close of your accounting period
P.O. Box 903447 TO ATTORNEY GENERAL OF CALIFORNIA may result in the did the disallowance e of
Sacramento, CA 94203-4470 your tax exemption and the assess-
Telephone , C 44 420 - Section 12586,California Government Code ment of a minimum tax of $200.
ACCOUNTING PERIOD — For the Year Beginning 19 and Ending 19
If address changed ckeck here . . . pp. ❑ and show changes below
State Charity registration number CT
File Name of organization
Form Corporate or
with Organization No
label. Address(number and street)
Other- A. Is the organization exempt from federal Yes No
wise, income tax? If"no",attach explana-
print City or town,State,and ZIP code tion.See instructions.
or type.
B. Is this entity a split-interest trust?
PART 1 FILING REQUIREMENTS: CHECK ONE BOX AND ATTACH THE REQUIRED IRS FORMS
❑ This entity is not a private foundation. We have attached a completed copy of IRS Form 990, and Schedule A (Form 990) and
related attachments (even though we may not be required to file these uniform forms with the IRS). Complete Part II below.
❑ This entity is a private foundation. We have attached a completed copy of IRS Form 990-PF and related attachments.
Complete Parts II and III below.
PART IA ACTIVITIES: ANSWER BOTH QUESTIONS Yes No
a Are the activities of this entity limited to grantmaking?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a
b Does this entity conduct operating program activities? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b
PART 11 STATEMENTS REGARDING THIS ORGANIZATION DURING THE PERIOD OF THIS REPORT Yes No
= 1 Was 50%or more of your total revenue from government grants?(See line 1 instructions) . . . . . . . . . . . . . . . . . . . . . 1
cc If"yes",attach a schedule showing the agency(s)name,address,purpose of the grant and the amount.
o List only the four different government agencies that provide the largest amounts.
2 Were you audited by any government agency which resulted in audit exceptions in excess of$50,000 being taken?. . . . . . . . . 2
If"yes",attach a copy of the audit report(s),and enter here the total amount involved. . . . . . . . 2a $
3 Did an independent public accountant issue a report on your financial statements? . . . . . . . . . . . . . . . . . . . . . . . . . 3
If"yes",enter here:Accountant's Name Telephone( )
4 Is any of your property held in the name of or commingled with the property of any other organization or person, other than
Pooled Investment Funds? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
If"yes",attach justification,including value of assets commingled.
5 Were there any contracts,loans,leases or other financial transactions between the organization and any officer, director or
trustee thereof either directly or with an entity in which any such officer,director of trustee had any financial interest? 5
- If"yes",attach a detailed explanation and enter here the total amount involved . . . . . . . . . . . 5a $
6 Did you donate anything to an organization that is not tax-exempt under Section 501 (c)(3)or 501 (c) (4) of the IRC? . . . . . . 6
If"yes",attach explanation and enter here the fair market value of the donation . . . . . . . . . . . 6a $
7 Did this organization regularly solicit salvage, sell salvage in a thrift store, or was it a party to a contract
involving the solicitation or sale of salvage? If "yes", include amounts on Form 990, line 10. . . . . . . . . . . . . . . . . . 7
8 Were you or any of your officers,directors or trustees a party to any court action in which there was
an alleged breach of trust?If"yes",attach explanation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9 Did you pay or incur any tax-related penalty,fine or judgment? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
If"yes",attach an explanation and enter here the total amount involved. . . . . . . . . . . . . . . . 9a $
Under penalties of perjury,1 declare that 1 have examined this report,including accompanying documents,schedules and statements,and to the best of my
knowledge and belief,it is true,correct and complete.
Signature of authorized officer(See instructions) Printed Name Title Date
PAGE 1,Duplicate—Retain for your records
Yes No
10 Did you receive$10,000 or more in direct public support(Form 990,line 1(a)or included in Form 990-PF, Part I,line 1)? . . . . 10
If"yes",enter the following amounts:
(a) Direct support from the general public . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10a
(b) Foundation and trust grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10b
(c) Corporate and other business grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10c
(d) Bequests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10d
(e) Total direct public support(add lines a through d) . . . . . . . . . . . . . . . . . . . . . . . . 10e
11 Did you contract with or use the services of an independent professional fund raiser?If"yes",complete Part IV(Form CT-2). . . 11
12 Did your invested assets total$50,000 or more?If"yes",complete Part V(Form CT-2) (See line 12 instructions) . . . . . . . . . 12
13 Did you receive any income from any bingo game? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
If"yes",enter here the gross revenue obtained from the bingo game(s)whether or not all such monies
were received by your organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13a $
14 Employee compensation of the five highest paid employees:
(a) Did any individual employee receive salary plus employer contribution to employee benefit plans,ex-
pense account or other allowance in excess of$100,000? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14a
(b) Other than salary,was compensation,bonuses or other benefits not listed in(a)above of$10,000,
or more,paid any employee? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14b
(c) Did any employee receive the benefit of a residence for personal use which was owned or leased by
the organization? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14c
(d) Did the organization lease, rent or purchase any equipment,property,or facility to or from an
employee or any business entity in which the employee had any financial interest? . . . . . . . . . . . . . . . . . . . . 14d
(e) Did the organization make any loans in excess of$5,000 to any employee? . . . . . . . . . . . . . . . . . . . . . . . . . Me
If any of questions 14(a), (b), (c), (d), or (e) are answered "yes", attach the organization's employment
contract with the employee(s), copies of any contracts or agreements with the employee(s) and specific
details to fully explain any"yes"response.
15 Did you make any payments to independent consultants or contractors other than for(a)fundraising,(b)accounting,
(c)legal fees,(d)investment fees? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
If"yes",attach a schedule which shows each payee's name and address and specifies the amount and
purpose of each payment;enter here the total of all such payments . . . . . . . . . . . . . . . . . 15a $
16 If you incurred or paid any of the following taxes and/or related penalties,enter the amounts in the
blanks provided.
Tax Penalty
aPayroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16a
bSales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16b
c Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16c
d Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16d
e Unrelated Business Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . He
(17-30 not currently in use)
PART III ADDITIONAL INFORMATION FROM PRIVATE FOUNDATIONS ONLY
Yes No
31 Did you file a Form 4720 with the Internal Revenue Service? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
If "yes", attach a copy of Form 4720 and enter here the amount of total taxes paid with that return . . . . . . . 31a
(32-39 not currently in use)
PART IV PROFESSIONAL FUND-RAISERS (PFR) (SEE QUESTION 11)
EVENT #1 EVENT #2 EVENT #3 TOTAL
40 Brief Description of Campaign,
Drive or Event
41 Date or Period Covered
42 Name of PFR
43 Address of PFR
44 Total Public Donations* 44
45 All Payments to PFR 45
46 All Other Fund-Raising Expenses 46
47 Net Proceeds Line 44 Less 45 and 46 47
(48-59 not currently in use) * On line 44,do not deduct any costs from gross donations.
NOTE: If more than three events,attach a schedule using the some format and include amounts in Part IV totals.
PART V SUMMARY OF INVESTMENTS TOTALING $50,000 OR MORE (SEE QUESTION 12)
60 Securities, beginning of year at cost (990, line 54(A) or 990-PF, Part II, line 10(A)) . . . . . . . . . . . . . . . . . . . .60
61 Securities acquired, at cost or original basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
62 Securities sold, at cost or original basis (may include sales expenses). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 —
63 Securities, end of year at cost (990, line 54(B) or 990-PF, Part II, line 10(B)) . . . . . . . . . . . . . . . . . . . . . . .63
64 Securities, end of year at market value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64
65 Sum of all gains on sales during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
66 Sum of all losses on sales during the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 —
67 Dividends and interest from securities (990, line 5 or 990-PF, Part I, line 4(A)) . . . . . . . . . . . . . . . . . . . . . . .67
68 Total return realized (line 65 less line 66, plus line 67) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
69 Less investment counsel fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 —
70 Net return realized from investments in securities (line 68 less line 69). . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Has this organization engaged in, purchased, sold or held during the year: Yes No
71 Investments (any type) which produce no current income? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
72 Investments (any type) worth one half or less of original basis? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
73 Securities on margin? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73
74 Warrants, puts, calls, options, commodity futures, or short sales? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
75 Stocks rated "Speculative Grade" by Moody's, or ranked "B—" or lower by Standard & Poor's? . . . . . . . . . . . . . 75
76 Securities not publicly traded? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
77 Municipal bonds or similar tax-exempt securities which yield less than taxable securities? . . . . . . . . . . . . . . . . 77
78 Stock in which an officer, director or trustee owns 10% or more of the outstanding shares?. . . . . . . . . . . . . . . . 78
If"yes"on any line from 71 through 78,attach a full explanation.
PAGE 3, Duplicate—Retain for Your Records
INSTRUCTIONS FOR FILING FORM CT-2
Periodic Report to Attorney General of California
THE ATTORNEY GENERAL IS RESPONSIBLE UNDER CALIFORNIA LAW TO PROTECT THE PUBLIC INTEREST IN ASSETS HELD FOR CHARITABLE PURPOSES
(PURPOSES BENEFITING THE PUBLIC INTEREST). THIS RESPONSIBILITY IS CARRIED OUT IN PART BY REQUIRING ORGANIZATIONS AND TRUSTS
HOLDING SUCH ASSETS TO REGISTER AND FILE PERIODIC REPORTS.
GENERAL INSTRUCTIONS
WHO MUST FILE A PERIODIC REPORT, FORM CT-2 EXTENDED REPORTING
Every corporation, association or trustee holding assets for the public Small registrants MUST FILE AN INITIAL REPORT and thereafter may file only
benefit is required to file Form CT-2, EXCEPT: once every tenth year. EXCEPTION—A REPORT IS REQUIRED IF ANY ONE OF THE
(1) a government agency, FOLLOWING OCCURS FOR THE YEAR BEING CONSIDERED:
(2) a religious corporation sole, (1) gross revenue exceeds$25,000; or
(3) a cemetery corporation regulated under Chapter 19 of Division 3 of the (2) total assets at any time exceed $25,000; or
Business and Professions Code. (3) the public benefit purposes are amended or modified; or
(4) a committee defined in Section 82013 of the California Government
Code (one receiving and expending political funds) which is required to and (4) self dealing transactions occur defined in Cal. Corp. Code section
which does file any statement pursuant to the provisions of Article 2 5233, or Civil Code section 2228; or
(commencing with Section 84200) of Chapter 4 of Title 9. (5) loans are made by the organization to a director or officer; or
(5) a charitable corporation organized and operated primarily as a religious (6) substantial assets are sold or transferred; or
organization, educational institution or hospital.
(7) the organization becomes inactive, disbands or dissolves; or
(6) a health care service plan licensed pursuant to Section 1349 of the
Health and Safety Code. (8) ten years have passed since the last Form CT-2 was filed.
You must notify us of any address change even though Form CT-2 need not
(7) corporate trustees which are subject to the jurisdiction of the be filed.
Superintendent of Banks of the State of California or to the Comptroller of
Currency of the United States. However, for testamentary trusts, such trustees If a blank Form CT-2 was sent to you but is not required to be filed because
are required to file a copy of a complete annual financial summary which is all of the above conditions are met, please return the blank Form CT-2 with a
prepared in the ordinary course of business. See Probate Code Section brief explanation that the organization is excused from tiling under the extend-
1120.1a. ed reporting provisions. This will permit a correction of our records.
Those required to file Form CT-2 are frequently exempt from tax under REPRODUCTION OF FORM CT-2
Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code and Section The Attorney General prefers that the Form CT-2 filed be on the form with
23701d or 23701f of the California Revenue and Taxation Code. The the preaddressed label affixed which is mailed to each registrant. Reproduced
requirement for reporting, however, is not dependent upon such tax exemption. copies will be accepted subject to the following conditions:
ALL PRIVATE FOUNDATIONS are required by Federal Law to file a copy of (1) Reproductions must have a high standard of legibility and permanence,
Form 990-PF and 4720 with this office even though certain foundations may be both as to original form and filled-in data.
exempt from filing Form CT-2.
A NONEXEMPT CHARITABLE TRUST described in Section 4947(a)(1) of the (2) The preaddressed label or a reproduction thereof must appear on the
Internal Revenue Code, which also meets the definition of a private foundation copy filed.
under Section 509(a) of the Internal Revenue Code, must comply with the (3) It is preferred that both sides of the paper be used in making
reporting requirements of a private foundation by filing Form CT-2 with Form reproductions, resulting in the same page arrangement as that of the official
990-PF attached. form.
WHAT TO FILE (4) All signatures must be original signatures affixed subsequent to the
A copy of Internal Revenue Service Form 990 or 990-PF is accepted for the reproduction process.
main portion of Form CT-2 and is a REQUIRED attachment to Form CT-2. These (5) The Attorney General reserves the right to reject any Form CT-2 which
forms are the only acceptable computer input documents. A FORM CT-2 FILED does not meet these conditions.
WITHOUT A COPY OF THE APPLICABLE FEDERAL FORM 990 OR 990-PF DOES WHEN AND WHERE TO FILE
NOT MEET THE FILING REQUIREMENT. Additional attachments may be sent as
supplements to, but not in lieu of entering applicable information on the Form CT-2 must be filed on or before the 15th day of the fifth month
pertinent lines of Form CT-2 and Form 990 or 990-PF. Do not enter comments (within 4V2 months) following the close of your accounting period with the
like, "See Attached Statements" in lieu of entering amounts on the pertinent Registry of Charitable Trusts, P.O. Box 903447, Sacramento, CA 94203-4470.
lines. Such attachments cannot be computer processed. FAILURE TO FILE ON TIME
A few organizations which are required to file Form CT-2 may not be filing If an organization or trust fails to file Form CT-2 on or before the due date,
Form 990 or 990-PF with the Internal Revenue Service. All organizations must it is subject to the disallowance of state income tax exemption and the assess-
complete all parts and all lines of Form 990 to meet the Attorney Generals ment of a minimum tax of $200, plus interest, which cannot be cancelled when
filing requirement even though Internal Revenue Service requirements may Form CT-2 is subsequently filed. Further action will follow until the required
permit certain small organizations to omit the form or some lines on the Form report is filed.
990.
Blank Forms 990 or 990-PF may be obtained from the Internal Revenue Service Those persons responsible for delinquent filing are personally liable for the
or other sources of federal tax forms. A limited supply of these forms is also payment of taxes and interest incurred. Charitable funds may not be used to
available from the Registry of Charitable Trusts. pay such liabilities.
Forms CT-2 with a printer's revision date of January 1981,or earlier,and Forms EXTENSION OF TIME FOR FILING
990 or 990-PF for 1980 or earlier, are obsolete for reporting periods ending An extension of time may be requested by submitting a copy of the applica-
December 31,1981,and later. tion for extension to file Form 990 or 990-PF with the Internal Revenue Service.
Forms CT-2 not completed in accordance with these instructions are not The copy of the application for extension filed with this office should include
acceptable and do not meet the filing requirement. the state registration (CT) number.
Page 1—Instructions 86 42170
ACCOUNTING PERIOD processing the report. If you did not receive a pre-labeled Form CT-2, enter the
current address in the address portion of the form.
The annual accounting period(fiscal year)selected should normally coincide with You must advise us of any change in your mailing address.If your address is in-
your natural operating cycle; it is not necessary that your fiscal year end on correct on the label, draw a line through that part and enter the correct address.
December 31 or June 30. Frequent changes in your mailing address or use of an address where cor-
This Form CT-2 should cover your established fiscal year. It should agree with respondence does not receive proper attention often results in non-compliance
the fiscal year used on Form 990 or 990-PF and should reconcile with prior and costly penalties.We recommend using a permanent mailing address whenever
reports filed with this office. possible.
To change your accounting period with this office, attach to Form CT-2 an
approved copy of Internal Revenue Service Form 1128, Application for Change in STATE REGISTRATION NUMBER
Accounting Period.
FINAL PERIODIC REPORT FORM CT-2 The state registration number is the Charitable Trust(CT)number assigned by
this office. If you are filing a Form CT-2 with a pre-addressed label affixed, the
In the case of a complete liquidation, dissolution or termination, Form CT-2 number is shown on the label.
must be filed on or before the 15th day of the fifth month following such If you do not have a pre-labeled Form CT-2,enter the CT-2 registration number
termination.Write"FINAL REPORT"prominently across the face of Form CT-2 and previously assigned by this office.A correct CT number will not exceed five digits.
attach a copy of the dissolution or termination document. CORPORATE OR ORGANIZATION NUMBER
The Attorney General must be a party to liquidation proceedings in many cases.
See Section 6716 of the Corporations Code and Section 12591 of the Government Incorporated entities enter the corporation number assigned by the California
Code. Secretary of State. Unincorporated organizations and trusts enter the number
GROUP REPORTS assigned by the California Franchise Tax Board.
A group report may be filed on Form CT-2 by a parent central state, district or IS THE ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX?
like organization for two or more local units. Check "yes", if the Internal Revenue Service has issued a letter stating that
The requirements for filing a group report on Form CT-2 are generally similar to t from federal income tax. If no such determination letter has been
those for filing a group return with the Internal Revenue Service on Form 990.See issued, check you are exempt
from
and explain in an attachment why you have not qualified for
Form 990 instructions. Contact the Registry of Charitable Trusts for the exemption from federal income tax.
conditions under which group reporting will be permitted.
Parent or like organizations that do not file a group report for subordinate SIGNATURE AND CERTIFICATION
units should send an annual roster to the Registry showing the name and address
of California subordinate units. Form CT-2 must be signed by an officer who is a member of the Board of Direc-
ADDRESS—LABEL tors or Board of Trustees, such as the president, vice president, treasurer,
secretary, etc.Any person signing the CT-2 who is not a member of the Board of
If you received a Form CT-2 from the Registry with a pre-addressed label Directors or Trustees must have been authorized by such Board members to sign
affixed, please file that copy. Using the pre-labeled form helps to avoid errors in Form CT-2.
SPECIFIC INSTRUCTIONS
Amounts on Form CT-2 may be rounded off to whole dollars.Enter"0"if an amount is zero.
UNIFORM REPORTING The following instructions are numbered to correspond with the related part or
Currently there are several conflicting AICPA Industry Audit Guides and line number on Form CT-2.
Statement of Position 78-10 for nonprofit organizations. Similar transactions, Line 1. If 50% or more of the amount entered on Form 990, line 12, or Form
however,should be reported similarly by comparable organizations. 990-PF,Part I,line 12,is from grants received from government agencies,attach a
Therefore,when filing a copy of Form 990 with the Attorney General, it should schedule to Form CT-2. On the schedule, provide the name and address of the
be prepared in accordance with the AICPA Guide for Voluntary Health and Welfare agencies,the purpose of the grant and the amount. If more than four such grants
Organizations and the Standards of Accounting and Financial Reporting for were received,you need list only those four from which the largest amounts were
Voluntary Health and Welfare Organizations(Standards). received.
Form 990 may be prepared in accordance with AICPA Statement of Position Line 4. If the answer to this question is "yes", attach an explanation which
78-10 for APPLICABLE organizations EXCEPT where it conflicts with the Health describes the property and gives its fair market value. Also, name the
and Welfare Audit Guide and the Standards.Such conflicts include multi-purpose organization(s) or person(s) involved, and the reason for which the property has
expense allocation and current restricted revenue. been commingled. If the property has been commingled with the property of
The Attorney General recognizes that there may be special circumstances for another organization, state whether or not the other organization is formed for
certain types of organizations which could justify departures from the above charitable purposes.
reporting requirements. If an organization determines that it needs to depart from Line 10. "Direct Public Support" is defined in the instructions for Form 990 at
one or more reporting requirements of paragraphs two and three above, it must page 4.
completely substantiate and fully disclose how following the above reporting
requirements would materially mis-state the organization's financial position.This Line 11. An "independent professional fund raiser" is a person or entity, out-
substantiation must include a presentation comparing the figures in question by side your organization,which you hire or otherwise have an agreement or contract
showing both sets of figures prepared according to the above reporting with to conduct any fund-raising activity for you. If the answer to line 11 is"yes",
requirements and according to the organization's own preferred method of Form CT-2,Part IV,must be completed.
reporting. Existing accounting literature must be referenced. All special Line 12. "Invested Assets" are those items properly reportable on Form 990,
circumstances must be explained. A detailed reconciliation to the Attorney lines 54, 55 and 56 or on Form 990-PF, Part II, lines 10, 11, 12 and 13. If these
General's reporting requirements must be prepared including appropriate notes assets total$50,000 or more,Form CT-2,Part V,must be completed.
and submitted with Form CT-2.
EXCEPTION: The value of donated services and facilities, if reported, may not Part III. Only Private Foundations complete this part. The information required
be included as support in Part I or as an expense in Part II, Form 990. Donated by CT-2, Part III, must be entered in this part, since such specific details are not
services and facilities may be reported in Item 82.and in Part III in accordance available from Form 990-PF which is filed by private foundations.
with Form 990 instructions. Part V. Lines 60-7G and 73-78 of this part relate only to securities investments
The Internal Revenue Service will accept Forms 990 prepared in accordance (those reportable on Form 990,line 54 or Form 990-PF,Part II, line 10). Lines 71
with these uniform reporting instructions. and 72 relate to any invested assets,in addition to securities.
Page 2—Instructions
PART III ADDITIONAL INFORMATION FROM PRIVATE FOUNDATIONS ONLY
Yes No
31 Did you file a Form 4720 with the Internal Revenue Service? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
If "yes", attach a copy of Form 4720 and enter here the amount of total taxes paid with that return . . . . . . . 31a
(32-39 not currently in use)
PART IV PROFESSIONAL FUND-RAISERS (PFR) (SEE QUESTION 11)
EVENT #1 EVENT #2 EVENT #3 TOTAL
40 Brief Description of Campaign,
Drive or Event
41 Date or Period Covered
42 Name of PFR
43 Address of PFR
44 Total Public Donations* 44
s 45 All Payments to PFR 45
46 All Other Fund-Raising Expenses 46
c 47 Net Proceeds Line 44 Less 45 and 46 47
(48-59 not currently in use) * On line 44,do not deduct any costs from gross donations.
NOTE: If more than three events,attach a schedule using the some format and include amounts in Part IV totals.
PART V SUMMARY OF INVESTMENTS TOTALING $50,000 OR MORE (SEE QUESTION 12)
60 Securities, beginning of year at cost (990, line 54(A) or 990-PF, Part II, line 10(A)) . . . . . . . . . . . . . . . . . . . .60
61 Securities acquired, at cost or original basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
62 Securities sold, at cost or original basis (may include sales expenses). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 —
63 Securities, end of year at cost (990, line 54(B) or 990-PF, Part II, line 10(B)) . . . . . . . . . . . . . . . . . . . . . . .63
64 Securities, end of year at market value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64
65 Sum of all gains on sales during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .65
66 Sum of all losses on sales during the year. . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .66 —
67 Dividends and interest from securities (990, line 5 or 990-PF, Part I, line 4(A)) . . . . . . . . . . . . . . . . . . . . . . .67
68 Total return realized (line 65 less line 66, plus line 67) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68
69 Less investment counsel fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 —
70 Net return realized from investments in securities (line 68 less line 69). . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Has this organization engaged in, purchased, sold or held during the year: Yes No
71 Investments (any type) which produce no current income? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
72 Investments (any type) worth one half or less of original basis? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
73 Securities on margin? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
74 Warrants, puts, calls, options, commodity futures, or short sales? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
75 Stocks rated "Speculative Grade" by Moody's, or ranked "B—" or lower by Standard & Poor's? . . . . . . . . . . . . .75
76 Securities not publicly traded? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
77 Municipal bonds or similar tax-exempt securities which yield less than taxable securities? . . . . . . . . . . . . . . . . 77
78 Stock in which an officer, director or trustee owns 10% or more of the outstanding shares?. . . . . . . . . . . . . . . . 78
If"yes"on any line from 71 through 78,attach a full explanation.
PAGE 3, Original—Mail to: Registry of Charitable Trusts
f'%le gel
JONES HALL HILL &WHIT A. PROFESSIONAL LAW CORPORATION
ATTORNEYS AT LAW
CHARLES A ADAMS FOUR EMBARCADERO CENTER
STEPHEN R. CASALEOOIO SUITE 1950
ANDREW C.HALL JR SAN FRANCISCO 94UI
KENNETH I.JONES (415) 391-5780
PHILIP NELSON LEE
AUTOMATIC TE
WILL AD IAM H. MISON
(415) 391-5764ER
a794
HRIAN D.QUINT January 6, 1988 (415)95e-6308
PAUL J,THIMMIO
SHARON STANTON WHITE
C/
Ms. Alicia Wentworth ��'� _el
City Clerk
City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648 ` .
Re: City of Huntington Beach Civic Improvement Corporation
Dear Alicia:
On November 10, 198C, the subject Corporation was granted exemption from
California income and franchise taxes by the Franchise Tax Board. On April 30, 1987, this
exemption was revoked. Section 23701(u) has been added to the California Revenue and
Taxation Code, providing, generally; exemption for a nonprofit public benefit corporation
--organized under the Nonprofit Public Benefit Corporation Law whose specific and primary
purpose is to render financial assistance to government (as defined), by financing,
refinancing, acquiring, constructing improving, leasing, selling, or otherwise conveying
property of any kind to government, fl It Is operated exclusively for the exempt purposes
specified in the exemption for civic leagues or organizations,and if additional criteria
relating to the irrevocable dedication of its assets to exempt purposes are satisfied.
We have prepared the enclosed Exemption Application requesting exemption under
Section 23701(u) of the Revenue and Taxation Code, which is substantially complete, with
the exception, of Sections 6(a) and 6(b), which asks whether the corporation has filed
Federal Income tax returns and, if so, the type of returns and years filed. Please check
the appropriate box in Section 6(a) and, if applicable, complete Section 6(b).
After Sections 6(a) and (b) have been completed, please date and sign all copies
enclosed and return them to my attention. Following my receipt of the executed
Application, I will forward the Application to the Franchise Tax Board, together with the
required fee. A copy of the Application will be returned for your files.
s
i
January 6, 1988
Page 2
1 trust that the enclosed is satisfactory. Should you have any questions or
comments, please do not hesitate to call. I am,
Very truly yours,
Glenda F. Bell
Project Coordinator
Enclosure
cM50
cc: Mr. Arnold Ross, Accountant, City of Huntington Beach
6 �twl rj
Y � l
GOOD EVENING MEMBERS OF THE CITY COUNCIL AND DIRECTORS OF THE
CIVIC IMPROVEMENT CORPORATION. MY NAME IS PAUL PICARD. I AM A
MEMBER OF HUNTINGTON BEACH CARES.
THE SUBJECT TONIGHT IS OUR LETTER TO THE CITY COUNCIL, DATED JULY
27, 1987. HAVE ALL COUNCIL MEMBERS RECEIVED A COPY OF THIS
LETTER? WE HAVE DISCUSSED THIS LETTER WITH THE BOARD OF
DIRECTORS OF HUNTINGTON BEACH TOMORROW AND THEY HAVE EXPRESSED
EQUAL CONCERN OVER THE ISSUES CONTAINED IN THIS LETTER, AND ARE
TOTALLY SUPPORTIVE OF OUR BEING HERE TONIGHT TO ADDRESS THESE
ISSUES.
WE HAVE HAD THE LETTER AND SOME OF THE BACKUP DOCUMENTATION,
INCLUDING THE CITY CHARTER REVIEWED BY A VERY COMPETENT
INDEPENDENT ATTORNEY. WE WILL SHARE SOME OF HIS OPINIONS
REGARDING THESE ISSUES WITH CITY COUNCIL TONIGHT.
OUR CITY CHARTER ARTICLE 5, SECTION 500, DOES REQUIRE THE
AFFIRMATIVE VOTE OF AT LEAST 4 OF THE COUNCIL MEMBERS FOR THE
MAKING OR APPROVING OF ANY ORDER FOR THE PAYMENT OF MONEY, THAT
IT MAKES NO DIFFERENCE WHETHER THE ORDER FOR PAYMENT IS BY
RESOLUTION, ORDINANCE, OR OTHER DOCUMENTATION.
RESOLUTION 5687 DATED JUNE 21, 1986 DOES ORDER THE PAYMENT OF
MONEY. THE LEASE AGREEMENT ORDERS THE PAYMENT OF $52, 441, 924 OF
TAXPAYERS MONEY FROM THE GENERAL FUND OVER A PERIOD OF THIRTY
YEARS, THAT THE UNDERWRITERS DISCOUNTS WERE THE PAYMENT OF MONEY,
THAT ALL COSTS INVOLVED IN THE SALE AND LEASEBACK WAS THE PAYMENT
OF MONEY, AND THAT RESOLUTION 5687 IS THE BASE LEGAL DOCUMENT
FROM WHICH ALL SUBSEQUENT LEGAL DOCUMENTS FLOW.
SINCE RESOLUTION 5687 DID NOT RECEIVE THE NECESSARY 4 VOTES
(REQUIRED BY THE CITY CHARTER) , THEN IT FOLLOWS THAT THE SALE OF
THE CERTIFICATES COULD BE AN UNAUTHORIZED SALE. THE CERTIFICATES
THEMSELVES COULD BE UNAUTHORIZED CERTIFICATES AND THAT THE CITY COULD
POSSIBLY BE SUBJECTED TO LAW SUITS NOT ONLY FROM THE TAXPAYERS
BUT FROM THE BOND HOLDERS. AND OTHER INTERESTED PARTIES.
IT WAS POINTED OUT BY THE ATTORNEY THAT OTHER QUESTIONS SHOULD BE
RAISED BY CONCERNED CITIZENS REGARDING THE CERTIFICATES OF
PARTICIPATION SUCH AS, WHY WAS THE SALE OF THE CERTIFICATES OF
PARTICIPATION BY NEGOTIATION RATHER THAN COMPETITIVE BID? ARE
THE CERTIFICATES IN COMPLIANCE WITH THE TAX REFORM ACT PROVISIONS
RELATED TO TAX EXEMPT OBLIGATIONS? IS THERE A TIME LIMIT ON
SPENDING THE PROCEEDS FROM THE SALE OF THESE CERTIFICATES? HAS
THE CITY RESPONDED TO THE LETTER FROM THE CALIFORNIA FRANCHISE
TAX BOARD DATED APRIL 30, 1987?
WE AT HUNTINGTON BEACH CARES AND HUNTINGTON BEACH TOMORROW FEEL
THERE IS ALSO A HIGHER MORAL OBLIGATION ON THE PART OF ANY CITY
COUNCIL TOWARD ITS CITIZENS. WE FEEL IT IS MORALLY WRONG TO
INDEBT FUTURE GENERATIONS OF TAXPAYERS WITHOUT THE AFFIRMATIVE
VOTE OF AT LEAST A SIMPLE MAJORITY OF OUR ELECTED OFFICIALS. WE
CONSIDER THE VOTE OF THE PAST CITY COUNCIL AND THE SUBSEQUENT
DEBT WHICH WAS INCURRED BY THE CITY ON BEHALF OF THE CITIZENS A
1
VIOLATION OF THE BASIC TRUST THAT WE SHARE WITH OUR ELECTED
OFFICIALS AT THE BALLOT BOX.
WE REQUEST THAT THE ISSUES REGARDING THE CIVIC IMPROVEMENT
CORPORATION BE AGENDISIZED AT THE NEXT REGULARY SCHEDULED COUNCIL
MEETING FOR FULL AND OPEN DISCUSSION.
WITH REGARD TO THE BIENNIAL HEARINGS WE REQUEST THE FIRST NOTICE
BE PUBLISHED IN A LOCAL NEWSPAPER OF WIDE DISTRIBUTION NO LATER
THAN FRIDAY OF THIS WEEK. ` WE FURTHER REQUEST THAT THIS HEARING
BE LIMITED TO THE MAIN PIER REDEVELOPMENT PROJECT AREA.
THE CITIZENS OF THE COMMUNITY WANT THIS PUBLIC HEARING TO HAVE
HIGH PUBLIC MEANING AND PURPOSE.
WE FEEL NOTHING FURTHER SHOULD BE DONE WITH RESPECT TO ACTIVITY
WITHIN THE MAIN PEIR REDEVELOPMENT PROJECT AREA UNTIL THIS
HEARING IS HELD.
WE THANK YOU FOR YbUR TIME.
+s 2
~
' .
zi
HUNTINGTON BEACH CARES
�
JULY 27, 1987
--�
AN OPEN LETTER TO THE CITY COUNCIL AND PEOPLE OF HUNTINGTON BEACH
ABOUT THE CIVIC IMPROVEMENT CORPORATION AND RELATED ISSUES.
ON JULY 21, 1986 THE CITY COUNCIL ADOPTED RESOLUTION 5887 BY AN
AFFIRMATIVE VOTE OF THREE (3) COUNCIL MEMBERS. THIS RESOLUTION
APPROVED THE SALE AND LEASEBACK OF THE CIVIC CENTER LAND AND
IMPROVEMENTS WITH THE CITY OF HUNTINGTON BEACH CIVIC IMPROVEMENT
CORPORATION. THE METHOD OF FINANCING THIS AGREEMENT WAS BY THE
SALE OF CERTIFICATES OF PARTICIPATION ($20, 000, 000) ~ SUBSEQUENT
EVENTS REGARDING THE NATURE AND CHARACTER OF THIS CORPORATION
WITH RESPECT TO WHETHER OR NOT IT IS A PUBLIC CORPORATION HAVE
CAUSED GRAVE CONCERNS TO RESIDENT TAXPAYERS WITHIN THE COMMUNITY
OF HUNTINGTON BEACH.
EFFECTIVE APRIL 30, 1987 THE STATE OF CALIFORNIA FRANCHISE TAX
BOARD HAS TAKEN THE OFFICIAL POSITION THAT THE CITY OF HUNTINGTON
BEACH CIVIC IMPROVEMENT CORPORATION IS NOT A PUBLIC BODY AND THAT
ARRANGING FINANCING TO CONSTRUCT FACILITIES FOR PUBLIC AGENCIES
THROUGH ISSUING "CERTIFICATES OF PARTICIPATION" IS NOT NORMALLY A
FUNCTION OF GOVERNMENT.
WE HAVE THE FOLLOWING QUESTIONS TO ASK THE PRESENT DULY ELECTED
CITY OF HUNTINGTON BEACH COUNCIL MEMBERS REGARDING THIS LETTER
AND RELATED DOCUMENTS:
ARTICLE V OF THE CITY CHARTER UNDER SECTION 5690 STATES THE
FOLLOWING ". . . . UNLESS A HIGHER VOTE IS REQUIRED BY OTHER
PROVISIONS OF THIS CHARTER, THE AFFIRMATIVE VOTE OF AT LEAST FOUR
(4) OF THE CITY COUNCIL SHALL BE REQUIRED FOR THE ENACTMENT OF
ANY ORDINANCE OR FOR THE MAKING OR APPROVING OF ANY ORDER FOR THE
PAYMENT OF MONEY. "
RESOLUTION 5687 CAUSED THE EXPENDITURE OF $6. 9 MILLION DOLLARS TO
DISCHARGE THE OLD CERTIFICATES, THE PAYMENT OF $570, 000 OF
UNDERWRITER DISCOUNTS AND OTHER RELATED COSTS YET TO BE
DETERMINED BY THE AUDIT OF THE CORPORATION. WE ASK THE FOLLOWING
QUESTION OF THE CITY COUNCIL. WAS THREE (3) AFFIRMATIVE VOTES
SUFFICIENT TO AUTHORIZE THE EXPENDITURE OF THIS LARGE AMOUNT OF
PUBLIC FUNDS SINCE THIS VOTE DOES NOT REPRESENT A SIMPLE MAJORITY
OF THE SEVEN ELECTED COUNCIL MEMBERS? IS THIS A POSSIBLE
VIOLATION OF THE CITY CHARTER? WHY WAS THIS ACTION TAKEN BY
RESOLUTION INSTEAD OF BY ORDINANCE?
WHY WAS THE LETTER FROM THE STATE OF CALIFORNIA NOT AN AGENDA
ITEM AT THE JULY 6, 1987 ANNUAL MEETING OF THE HUNTINGTON BEACH
CIVIC IMPROVEMENT CORPORATION (OIC) ?
ARE THE PRESENT OWNERS OF THESE CERTIFICATES NOW SUBJECT TO
CALIFORNIA PERSONEL INCOME TAX?
'
ARE THE OFFICERS AND DIRECTORS OF THE HUNTINGTON BEACH CIC ACTING
AS PRIVATE INDIVIDUALS ON BEHALF OF A PRIVATE CORPORATION THAT
OWNS TITLE TO OUR CIVIC CENTER COMPLEX? COULD THE ASSETS OF THE
CORPORATION POSSIBLY BE SUBJECTED TO PROPERTY TAXES AT SOME
FUTURE DATE?
WILL THIS ACTION BY THE STATE OF CALIFORNIA FRANCHISE TAX BOARD
HAVE AN ADVERSE EFFECT ON THE PRESENT RATING OF THE CERTIFICATES
OF PARTICIPATION?
WAS A GENERAL OBLIGATION BOND ISSUE EVER PROPOSED TO THE PAST
CITY COUNCIL AS AN ALTERNATE METHOD OF FINANCING THE PUBLIC
IMPROVMENTS? IS IT TRUE THAT GENERAL OBLIGATION BONDS WOULD
SUBJECT THE PROSPECTIVE PURCHASERS TO THE LEAST RISK? ARE
GENERAL OBLIGATION BONDS THE MOST COST EFFECTIVE METHOD OF
FINANCING FOR THE TAXPAYERS?
WERE THE CERTIFICATES OF PARTICIPATION OFFERED FOR SALE PRIOR TO
THE CITY COUNCIL VOTE ON JULY 21, 1986?
ANOTHER MAJOR AREA OF CONCERN TO ALL CITIZENS IS THE EVER
INCREASING LONG TERM DEBT THAT IS RAPIDLY BEING OBLIGATED TO THE
TAXPAYERS OF THE COMMUNITY. THE OUTSTANDING LONG TERM DEBT OF
THE CITY HAS INCREASED APPROXIMATELY 75% DURING THE LAST 2 YEARS.
THE DEBT HAS GONE FROM $33, 291, 580 IN JUNE OF 1985 TO
APPROXIMATELY $58, 500. 000 IN JUNE OF 1987. THE LION' S SHARE OF'
THIS DEBT INCREASE IS BEING USED TO PROMOTE THE CITIES
CONTROVERSIAL MAIN PEIR REDEVELOPMENT PROJECTS.
THE CITY MUST ADDRESS ALL OF THE CITIZENS CONCERNS REGARDING
REDEVELOPMENT, AND MORE URGENTLY THE MAIN PIER REDEVELOPMENT"
PROJECT AREA. THE LONG OVERDUE BIENNIAL PUBLIC HEARINGS HAVE
BEEN PROMISED TO BE HELD SOMETIME IN SEPTEMBER. WE LOOK FORWARD
TO PRESENTING OUR CONCERNS AND RECOMMENDATIONS TO THE CITY
COUNCIL AT THAT TIME.
JAMES A. LANE PAUL PICARD DRUG 4SM-. -L�-AtN-GEVIW
STEERING COMMITTEE
HUNTINGTON BEACH CARES
217 MAIN STREET
HUNTINGTON BEACH, CA. 92648
ATTACHMENTS
: 'gage 13 - Council Minu' - 7/21/86
construction of a water service line .for the Downtown Area of the City and
established a budget of $138,000 (this will not include Consultant Agreement
and miscellaneous costs, as required) by the following roll call vote:
AYES: Kelly, MacAllister, Mandic, Bailey, Green
NOES: None
ABSENT: Finley, Thomas
t `
RESOLUTION NO 5687 - ADOPTED AS AMENDED - CERTIFICATES OF PARTICIPATION -
CIVIC CENTER COMPLEX
The Deputy City Clerk presented a communication from the Deputy City
Administrator/Redevelopment transmitting Resolution No. 5687 for Council
consideration - 'A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGMN
BEACH APPROVING SALE AND LEASEBACK OF CIVIC CENTER LAND AND IMPROVEMENTS WITH
CITY OF HUNTINGTON BEACH CIVIC IMPROVEMENT CORPORATION, APPROVING AND
AUTHORIZING BX1=TION OF BELATED ACQUISITION AUNT, LEASE AGREEMENT AND
TRUST AGBF.EMENT, AUTHORIZING PROCEEDINGS FOR REFINANCING OF 1972 BONDS ISSUED
TO FINANCE SUCH LAND AND IMPROVEMENTS, APPROVING OFFICIAL STA 2 ENT AND SALE
OF NOT TO EXCEED $33,000,000 CERTIFICATES OF PARTICIPATION, AND APPROVING
RELATED DOCUMENTS AND OFFICIAL ACTION.'
Discussion was held regarding the amount of the Certificates of
Participation. Councilman MacAllister suggested the Public Facilities
Corporation be utilized to administer the project and questioned whether it
was appropriate to adopt Resolution No. 5687 without consulting them.
A motion was made by Bailey, seconded by MacAllister, to adopt Resolution No.
5687 in an amount not to exceed $20,000,000. The motion failed by the
following roll call vote:
AYES: Ma cAllis to r
NOES: Kelly, Mandic, Bailey, Green
ABSENT: Finley, Thomas
A motion was made by Green, seconded by Kelly, to adopt Resolution No.
5687. The motion failed by the following roll call vote:
AYES: Kelly, Green
NOES: MacAllister, Mandic, Bailey
ABSENT: Finley, Thomas
A motion was made by MacAllister, seconded by Bailey, to adopt Resolution No.
5687 in an amount not to exceed $20,000,000. The motion carried by the
following roll call vote:
AYES: MacAllister, Bailey, Green
NOES: Mandic
NOT VOTING: Kelly
ABSENT: Finley, Thomas
REQ► .f EF ' FOR CITY COUNCIL ' ACTION
Date December 19, 1986
Submitted to: Honorable Mayor and CO
=Council Members APPROVED BY CITY COUNCIL.
Submitted by: Charles W. Thompson, City Administr 1<2 '-' 1llM.-•
y `
Prepared by: Robert J. Franz, Chief of Administrative Servi /
XITY CLER
Subject: Debt Service - Certificates of Participation lss
Consistent with Council Policy? Yes [ ] New Policy or Exception
Statement of Issue, Recommendation,Analysis, Funding Source,Alternative Actions,Attachments:
Statement of Issue: It is necessary for Council to approve an appropriation of funds
amending the current year's budget in order. to pay the annual debt service for the new
Certificates of Participation Issue which refinanced the Civic Center Project.
Recommendation: It is recommended that an appropriation of $715,000 be approved by the
City Council for payment of annual debt service payment on the recently issued Certificates
of Participation.
Analysis: Subsequent to the adoption of the current year budget, the City issued $20 million
of Certificates of Participation (long term debt) to refinance the Civic Center Project (City
Hall, Police Building, Council Chambers, etc.). The proceeds were utilized to pay off the
existing debt of $6.9 million on the Civic Center, establishing,a reserve for the new debt
issue in the amount of $869,000, issuance costs/underwriter's discounts of $570,000 and
setting aside $11.6 million for use by the City in the Main/Pier Redevelopment Area for the
construction of parking garages and related land acquisition. The annual debt service on the
$20 million issue is roughly $1,675,000 compared to the debt service on the old issue of
$855,000. Payments by the City on the new issue are payable semi-annually in January and
July. The January :.1987 payment was not anticipated in the current year budget since the
Certificates of Participation Issue was not a certainty at the time of budget approval. It is
now necessary to amend the budget to provide for the January 1997 debt service payment
$835,000 less $120,000 of accumulated interest earnings on reserves held by the trustee for
a total appropriation of $715,000.
Financing Source: General fund unencumbered fund balance.
Alternative Actions: None.
Attachment: Fiscal Impact Statement.
NO 4/84
moody investors Service 99 Church Street, New York, NY 10007
July 24, 1986
My. Robert J . Franz
Chief
.:3irinistrative Service Department
City of Huntington Beach
2000 Main Street
huritington Beach, California
Z�eur .fir . Franz :
We wish to inform you that our Rating Committee has assigned
the rating & to the $20000 ,000 Huntington Beach-Huntington Beach
Civic Improvement Corp. , California Certificates of Participation
(Civic Center Project) Dated July 15 , 1986 which sold through
negotiation July 22, 1986 .
In order that we may maintain the currency of this rating
over the period of the loan, we will require current financial and
other updating information. We. will appreciate your continued
cooperation in the `future.
We will appreciate receiving a copy of the final Official
S,aryt,urent when available-
Under separate cover you will be receiving a copy of our
credit xeport on the above referenced bond sale.
Should you hav any questions regarding the above, please do
of hesitate to Z:ont onnie 0' Dea at (212) 553-0300.
Sincerely yours,
Freda Stern Ackerman
Executive Vice President
C U:9n
Gc� Mr . Bunter Holding
Stone and Youngberg
1 California Street
San Francisco, California 94111
St,at,_,,, a of California
FRANCHISE TAX BOARD
9750 Business Park Drive, Suite 214
Sacramento, California 95827-1702
April 30, 1987 In reply refer to
344:PTS:jw
City of Huntington Beach Civic s
Improvement Corporation
c/o Alicia M. Wentworth
2000 Main Street
Huntington Beach, CA 92648
Corporate Number: 1537928
In a letter dated November 10, 1986, we determined that the City of
Huntington Beach Civic Improvement Corporation was an agency of the
city and therefore not subject to the California income or franchise
taxes.
However, this department has now taken the position that this
organization and all similar organizations cannot be considered to be
agencies or instrumentalities of government since arranging financing
to construct facilities for public agencies through issuing
"certificates of participation" is not normally a function of
government. The department further holds that such organizations would
not qualify for exemption from tax under Section 23701f or any other
subsection of Section 23701 of the California Revenue and Taxation
Code. Consequently, our original determination that your organization
is a public body is hereby revoked.
Since the organization is already incorporated, it will be required to
file Form 100, Corporation Franchise Tax Return, within 2 months and 15
days after the close of each annual accounting period and pay at least
the annual minimum franchise tax of $200.
Peter T. Shek, Tax Auditor
Exempts and Special Tax Unit
General Audit Section
Telephone (916) 369-4171
\ F
F.
+
i
Y
7'
CITY OF HUNTINGTON BEACH
NOTES TO FINANCIAL STATEMENTS
(Continued)
June 30, 1986
16. SUBSEQUENT EVENTS:
a. Tax and Revenue Anticipation Notes:
On July 1 , 1986 the City issued $12 ,200 ,000 of Tax and Revenue
Anticipation Notes bearing interest at 4. 75%. These notes mature on
June 30, 1987.
b. Defeasance of Public Facilities Corporation Leasehold Mortgage Bonds -
First Issue:
In July 1986 , the City of Huntington Beach Civic Improvement Corporation
was formed to provide for the acquisition of the Civic Center from the
Public Facilities Corporation. In order to provide for the defeasance
of the Public Facilities Corporation Leasehold Mortgage Bonds First
Issue, the Civic Improvement Corporation issued $20 ,000 ,000 of
certificates of participation. The governing board of the Civic
Improvement Corporation is the City Council and the Corporation will be
included under the City's reporting entity.
The City and the Public Facilities Corporation discharged their lease
and sublease dated September 15, 1972 and all land and improvements at
the Civic Center site reverted to the City. The City then transferred
all interest in the land and improvements to the Civic Improvement
Corporation. The Civic Improvement Corporation placed $6,940,860 from
proceeds of the certificates into an escrow account which will fund the
debt service requirements on the defeased Public Facilities Corporation
bonds. The City then entered into a thirty year lease agreement with
the Civic Improvement Corporation for the Civic Center. For financial
statement purposes, the certificates will be shown in the general long-
term debt account group. The monies transferred from the general fund
for the lease payment will be shown as a debt service fund since this
will be used to meet the debt service requirements of the certificates.
The City agreed to budget the lease payment in its general fund where it
will be recorded as operating transfers from the general fund to the
Civic Improvement Corporation Debt Service Fund. The lease payments are
equal to the debt service requirements on the certificates . The
interest rates on the certificates vary from 4.75% to 7.9%. Interest is
payable semi-annually on February 1 and August 1 with principal maturing
annually on August 1 beginning 1987. Debt service requirements are as
follows:
See accountants report.
-34-
1 r
• CITY OF HUNTINGTON BEACH
NOTES TO FINANCIAL STATEMENTS
(Continued)
June 30, 1986
16. SUBSEQUENT EVENTS (CONTINUED):
Fiscal
Year
Ending
June 30 Principal Interest Total
1987 $ 170,000 $ 1,602,661 $ 1,772,661
1988 220,000 1,526,388 1,746,388
1989 230,000 1,514,838 1,744,838
1990 245,000 1,501,612 1,746,613
1991 260,000 1,486,913 1,746,913
1992 275,000 1,470,663 1,745,663
1993 295 ,000 1,452,788 1,747,788
1994 315,000 1,432,875 1,747,875
1995 335,000 1,410,825 1,745,825
1996 360,000 1,386,705 1,746,705
1997 385,000 1,360,425 1,745,425
1998 415,000 1,331,935 1,746,935
1999 445,000 1,300,810 1,745,810
2000 480,000 1,266,990 1,746,990
2001-2007 4,605,000 7,627,055 12,232,055
2008-2016 10,965,000 4,768,440 15,733,440
$ 20,000,000 $ 32,4411923 $ 52,441,924
The net proceeds of the certificates of participation of $11 ,691 ,517
will be used for the construction of a parking structure in the
Main/Pier Redevelopment Project Area, although there is no legal
restriction requiring the City to use the net proceeds on these
projects.
Below is shown the difference between the aggregate debt service
requirements of the old issue and the debt service requirements of the
new issue both discounted at the true interest rate adjusted for the
additional cash received by the new issue.
Net Present Value of Public Facilities
Leasehold Mortgage Bonds, First Issue $ 6,846,129
Net Present Value of Civic Improvement
Corporation Certificates of Participation
Adjusted for Net Proceeds Received (8,171 ,782)
Loss on Refunding of Debt - Difference in
Net Present Value of Debt Service
Requirements $(1,325,653)
See accountants' report.
-35-
Certificates of Participation
This financing technique provides long-term financing through a lease (with an option to purchase or
s a conditional sale agreement) that does not constitute indebtedness under the state constitutional debt limit
and does not require voter approval.This method is being used for long-term financing of major projects such
as administration buildings, public safety facilities, court houses, parking garages, and recreational facilities.
} This method is also being used to finance the acquisition of motorized equipment, communications systems,
computers, and other major items of equipment having a life of 3-10 years.
When a public sale of a lease, or certificates of participation in a lease, is planned, the principal parties
- include (1) the public entity (lessee), (2) the lessor, which may be a private leasing corporation, a non-profit
corporation or public agency,e.g., redevelopment agencies, parking authorities or joint power authorities,(3)
a bank, financial institution or other investor (who may pay the lessor cash for the present value of future
lease payments),(4)purchasers or investors(who purchase certificates of participation in a lease),(5)a trustee
(who holds any security for payment of the lease in trust under a trust indenture between the lessee, lessor ,
and the trustee), (6) and a paying agent or escrow agent (who collects lease payments acid distributes them
to the holders of certificates of participation). The trustee may also be the paying agent or escrow agent.
Legal basis for this financing technique comes from the basic laws allowing public entities to enter into
lease agreements for one year at a time, on the grounds that the governing body of a public entity cannot
obligate future governing bodies to honor a lease agreement*.This may result in the certificates of participation
commanding a higher interest rate. The public entity must also comply with state public bidding laws,usury
and legal interest rate laws, laws authorizing the lease, and disclosure requirements.
When evaluating security, the following should be considered.
• A reserve fund should equal one year's debt service or an amount not to exceed 15% of the issue.
• Since the lease is not indebtedness of the public entity, the vendor or investor has no recourse against
the public entity for future rental payments if there is a nonappropriation and the lease is cancelled.
(The public entity's only obligation is to return the leased property to the lessor.)
• Lessor may either retain security interest in the property and the lease or he may sell his equity interest
to the trustee for $1.00.
• A remarketing agreement should be provided by the lessor or trustee.
+ The public entity's need for the facility or equipment is a form of security. If property is used in an
essential service, there is more likelihood that the lease payments will be made.
• Insurance or a third-party guarantee may provide security for rental payments.
• Project revenues may be used to make lease payments if the facility is revenue-producing.
Certain other considerations need to be adddressed to assess the credit quality and soundness of the
financing arrangements.
• Which party retains title during the term of the lease?
• Which party pays taxes, insurance, and operation and maintenance during the term of the lease?
• What kind of service or maintenance contract, if any, is sold by the manufacturer or vendor to the
lessee?
• What provision does the lease contain for upgrading with "state of the art" property during the lease
term?
• When does acceptance or delivery take place in relation to the lessee's obligation to make lease
payments?
• What right does the lessee have to cancel the lease and substitute other property?
• What obligation does the vendor have to the assignee or trustee to re-lease or sell the property should
the public entity cancel the lease (i.e., a remarketing agreement)?
• Is there a third guarantor of the lease payments or can the financing qualify for municipal bond
insurance?
Chart 10 illustrates lease purchase with certificates of participation.
• Some bond counsel have opined that if the lessee is an enterprise fund, the fund may be committed for
the full term of the lease on the basis that the fund is exempt from the annual appropriation required of
public entities by the state constitution.
47
CITY OF HUNTINGTON BEACH
ADMINISTRATIVE COMMUNICATION
HUNTINGTON BEACH
To DIRECTORS OF THE From CHARLES W. THOMPSON
CIVIC IMPROVEMENT CORPORATION Executive Director
Subject ANNUAL MEETING OF THE Date JUNE 29, 1987
CIVIC IMPROVEMENT CORPORATION
You have been provided with the agenda for the annual meeting of the Civic Improvement
Corporation. This is the non-profit corporation that was established as a part of the
issuance of the $20,000,000 Certificates of Participation in August of 1986. The Civic
Improvement Corporation is the legal entity which issued the certificates to certificate
holders and pays the interest and principal to such certificate holders as those payments are
due. In turn, the City of Huntington Beach has a lease agreement with the Civic
Improvement Corporation whereby the City leases the Civic Center facilities from the
Corporation for an annual lease payment which is sufficient to cover the Civic Improvement
Corporation's obligation to holders of the certificates.
The bylaws designate that the members of the City Council are the Directors of the
Corporation for as long as City Council Members hold their office on the City Council.
Therefore, newly elected members of the Council have automatically become Directors of
the Civic Improvement Corporation.
As indicated on the agenda, there are several items of business for your annual meeting, all
of which are routine. It is necessary to elect a President and Vice President for the
Corporation and staff is suggesting that the City's Mayor and Mayor Pro Tem be designated
as the President and Vice President of the Corporation. There is no requirement to do so,
since this action is discretionary with the Corporation Directors.
The other items needing your action are the approval of the minutes of the meeting of
August 4, 1986 and the appointment of an auditor to audit the corporate financial records.
It is suggested that the audit of corporate records be incorporated into the audit conducted
by the City's auditor, Diehl, Evans and Company. Again, there is no requirement to do so
and this action is also discretionary with the Directors.
CHARLES W. T O S N
Executive Direc r
C W T:RJF:skd
Attachments
3266j
t
State of California
FRANCHISE TAX BOARD
9750 Business Park Drive, Suite 214
Sacramento, California 95827-1702
April 30, 1987 In reply refer to
344:PTS:jw
City of Huntington Beach Civic x
Improvement Corporation Z
c/o Alicia M. Wentworth .�
2000 Main Street
Huntington Beach, CA 92648 �c,M
� rylO�jrn
Corporate Number: 1537928 - '
In a letter dated November 10, 1986, we determined that the City of
Huntington Beach Civic Improvement Corporation was an agency of the
city and therefore not subject to the California income or franchise
taxes.
However, this department has now taken the position that this
organization and all similar organizations cannot be considered to be
agencies or instrumentalities of government since arranging financing
to construct facilities for public agencies through issuing
"certificates of participation" is not normally a function of
government. The department further holds that such organizations would
not qualify for exemption from tax under Section 23701f or any other
subsection of Section 23701 of the California Revenue and Taxation
Code. Consequently, our original determination that your organization
is a public body is hereby revoked.
Since the organization is already incorporated, it will be required to
file Form 100, Corporation Franchise Tax Return, within 2 months and 15
days after the close of each annual accounting period and pay at least
the annual minimum franchise tax of $200.
Peter T. Shek, Tax Auditor
Exempts and Special Tax Unit
General Audit Section
Telephone (916) 369-4171
State of Californiai-v�Koh/mow
FRANCHISE TAX BOARD
Sntramento, California 95867
November 10, 1966 In reply refer to
344:PTS:jw: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
We have reviewed the application for exemption from tax of the
above-named organization under Section 23701f of the Revenue and
Taxation Code.
Based on the information presented in the exemption application, we
have determined that the City of Huntington Beach Civic Improvement
Corporation is an agency of the City of Huntington Beach and is
operating 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. Dockweil_er
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.
6?tr�— J &11e_�
Peter T. Shek, Tax Auditor
Exempts and Special Tax Unit
General Audit Section
Telephone (916) 369-4171
#,Internal Revenue Service r artment of the Treasury
District Director
P 0 Box 2350 Room 5137
Los Angeles, CA 90053
Employer Identification Number:
33-0200536
Date: JAN. 16, 1387 Case Number:
956325017
CITY OF HUNTINGTON BEACH CIVIC Contact Person:
IMPROVEMENT CORPORATION KNIGHT, EARL
2000 MAIN STREET Contact Telephone Number:
HUNTINGTON BEACH, CA 92648 (213) 894-4553
Internal Revenue Code
Section 501(c) (4)
Accounting Period Ending:
June 30
Form 990 Required:
Yes
Caveat Applies:
Yes
Dear Applicant:
Based on information supplied, and assuming your operations will be as
stated in your application for recognition of exemption, we have determined
you are exempt from Federal income tax under the provisions of the Internal
Revenue Code section indicated above.
Unless specifically excepted, you are liable for taxes under the Federal
Insurance Contributions Act (social security taxes) for each employee to whom
you pay $100 or more during a calendar year. And, un.less excepted, you are
also liable for tax under the Federal Unemployment Tax Act for each employee
to whom you pay $50 or more during a calendar quarter if, during the current
or preceding calendar year, you had one or more employees at any time in each
of 20 calendar weeks or you paid wages of $1,500 or more in any calendar
quarter. If you have any questions about excise, employment or other Federal
taxes, please address them to this office.
If your purposes, character, or method of operation change, please let us
know so we can consider the effect of the change on your exempt status. Also,
you should inform us of all changes in your name and address.
The heading of this letter indicates whether you must file Form
990, Return of Organization Exempt from Income Tax. If Yes is indicated,
you are only required to file Form 990 if your gross receipts each year
are normally more than. $25,000. If a return is required, it must be
filed by the 15th day of the fifth month after the end of your annual
accounting period. The law provides for a penalty of $10 a day, up to a
maximum of $50000, when a return is filed late, unless there is reasonable
cause for the delay. This penalty may also be charged if a return is not
complete. So please make sure your return is complete before you file it.
You are not required to file Federal income tax returns unless you are
subject to the tax on unrelated business income under section 511 of the
Letter 948(CG)
-2-
CITY OF HUNTINGTON BEACH CIVIC
Internal Revenue Code. If you are subject to this tax, you must file an
income tax return on Form 990-T, Exempt Organization Business Income Tax
Return. In this letter we are not determining whether any of. your present or
proposed activities are unrelated trade or business as defined in Code section
513.
You need an employer identification number even . if you have no
employees. If an employer identification number was not entered on your
application, a number will be assigned to you and you will be advised of it.
Please use that. number on all returns you file and in all correspondence with
the Internal Revenue Service.
Because this letter could help resolve any questions about your exempt
status, you should keep it in your permanent records.
If the heading of this letter indicates that a caveat applies, the caveat
below or on the enclosure is an integral part of this letter.
If you have any questions, please contact the person whose name and
telephone number are shown in the heading of this letter.
Sincerely yo s,
Frederick C. Neilsen
District Director
Letter 948(CG)
-3-
CITY OF HUNTINGTON BEACH CIVIC
Contributions are deductible by the donor if made in accordance with
section 170(c) (1) of the Internal Revenue Code.
Letter 948(CG)
s
.TUNES HALL HILL &WMTE, ►"'r'
A PROFESSIONAL LAW CORPORATION
ATTORNEYS AT LAW
C8ARLES F.ADAYS FOUR EMBARC"ERO CENTER
STEPHEN R.CASALEOOIO SUITE 1950
EDSELL M.EADY,JR. SAN FRANCISCO 94111
ANDREW C.HALL,JR. February 12, 1987
ICENNETH I.JONES (415) 391-5780
PHILIP NELSON LEE
WILM"H.MADISON AUTOItATIC TELECOPIER
(416)381-678d
BRIAN D.QUINT
PAUL J.THI ROBERT J.HILL
SHARON STANTON WHITE OF COUNSEL
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:
I have been fortunate enought to finally obtain copies of the IRS Form
990 which is referenced in my cover letter dated January 27, 1987. Please
find enclosed a copy of this Form.
Very truly yours,
nda F. Bell
roject Coordinator
Enclosure
GFB8
y�ij Department of the Treasu ��asserting any right to use the funds or
I _ y p rY otherwise deriving any benefit from collecting
Internal Revenue Service, ►ern,the local chapter shouidnot include the
premiums in its gross receipts.The parent
lodge should report them instead.The same
• rationale applies to other situations in which
n st r u ct i o n s for Form 990 agent r notoheer collects funds merely as an
Return of Organization Exempt From Income Tax considered
owed to be$ gross receipts are
g p eensidered to be i25,000 or less if the
Under section 501(c)(except black lung benefit trust or private foundation), organization is:
or
of the Internal Revenue Code or section 4947(a)(1)trust o Up to a year odd and has received,
donnors have pledged to give,$37,500 or less
(Section references are to the Internal Revenue Code.unless otherwise indfketed.) during its first tax year;
(b)Between 1 and 3 years old and averaged
General instructions continue to be deductible by the general public $30,000 or less in gross receipts during each
Paperwork Reduction Act Notice.-We ask until the IRS publishes a notice to the contrary of its first 2 tax years;or
for this information to carry out the Internal in the Internal Revenue Bulletin. - (c)3 years old or more and averaged
Revenue laws of the United States.We need it B.Organisations Not Require File Form $2
d To 5,000 or less in gross receipts for the
to ensure that you are complying with these 990.-For state filing purposes,see immediately preceding 3 tax years(including
laws.You are required to give us this instruction D.The following types of the year for which the return would be filed).If
information. organizations exempt from tax under section your gross receipts are normally$25,000 or
Purpose of Form.-Form 990 is used by tax 501(a)do not have to file Form 990 with IRS: s�vsee the fourth paragraph of instruction A.
e.
exempt organizations and nonexempt 1.A church,an interchurch organization of
charitable trusts to provide the iRS with the local units of a church,a convention or C.Other Forms You May Need To File.-
information required by section 6033(axl). association of churches,an integrated auxiliary 1 schedule A(Form 990).-Filed with
An organization's completed Form 990 of a church(such as a men's or women's Form 990 for a section 501(cx3)organization
(except for the list of contributors)is available organization,religious school,mission society, that is not a private foundation(including an
for public inspection as required by section or youth group),or an internally supported, organization described in section 501(e),
6104(b).The procedures for inspecting or church-controlled organization(described in 501(f)or 501(k)).Also filed with Form 990 for
obtaining completed Forms 990 are outlined Rev.Proc.86-23,1986-20 I.R.B.17). a section 4947(axl)trust not treated as a
in instruction M.below. 2.A school below college level affiliated with private foundation.An organization is not
A.Who Must File Form 990.-Except for a church or operated by a religious order. required to file Schedule A if its gross receipts
those types of organizations listed in 3.A mission society sponsored by or are normally$25,000 or less(see instruction
instruction B,an annual return on Form 990 is affiliated with one or more churches or church 814
required from every organization exempt from denominations,if more than one-half of the - 2.Form 990-T.-Exempt Organization
tax under section 501(a),including foreign - society's activities are conducted in,or Business Income Tax Return.Filed separately
organizations and cooperative service directed at persons in,foreign countries. for organizations with gross income of$1,000
organizations described in sections 501(e)and 4.An exclusively religious activity of any or more from business unrelated to the
(f),and child care organizations described in religious order. organization's exempt purpose.For details,
section 501(k). S.A state institution whose income is see the instructions for Form 990-T or
Any nonexempt charitable trust(described excluded from gross income under section Publication 598,Tax on Unrelated Business
in section 4947(aXl))not treated as a private 115. Income of Exempt Organizations.Publication
foundation is also required to file Form 990 if 598 is available free from IRS.
q 6.An organization described in section
its gross receipts are normally more than 501(cxl).Section 501(cxl)organizations are 3.Forms W2 and W-3.-Wage and Tax
$25,000.See instruction C10 for information corporations organized under an Act of Statement,and Transmittal of Income and Tax
about possible relief from filing Form 1041. Congress that are: Statements.
If your application for exemption is pending, (a)Instrumentalities of the United States, 4.Form W-2P.-Statement for Recipients
check the'Application Pending'block at the and of Mnuities,Pensions,Retired Pay,or IRA
top of page 1 of the return and complete the (b)Exempt from Federal income taxes under Payments. ry return in the normal manner. 5.Form 1096.-Annual Summary and
If you are not required to file Form 990 such Acts a amended and a supplemented.
d. Transmittal of U.S.Information Returns.
because your gross receipts are normally not ct A private foundation exempt under 6.Form 1099 Series.--Information
more than$25.000(see instruction 811 section 50 quire and described in section returns for reporting payments such as
below),we ask that you file anyway if we sent of Private
(Required to file Form 990-PF.Return dividends,interest,miscellaneous income
of Private Foundation.)
you a form 990 Package with a preaddressed (including medical and health care payments
mailing label.Attach the label to the name and 8.A black lung benefit trust described in _ and nonemployee compensation),original
address space on the return,check box H in section 501(cx21).(Required to file Form issue discount,patronage dividends,
the area above Part I to indicate that our ass 990-BL,Information and Initial Excise Tax acquisition or abandonment of secured
y Return for Black Lung Benefit Trusts and
receipts are below the$25,000 filing property,and lump-sum distributions from
Certain Related Per
minimum,sign the return,and send it to the sons.) profit-sharing and retirement plans.
Service Center for your area.You do not have 9,A stock bonus,pension,or profit-sharing 7.Form 940.-Employer's Annual Federal
to complete Parts I through VII.This will help trust which qualifies under section 401.(See Unemployment(FUTA)Tax Return.Used to
us update our records,and we will not have to Form 5500,Annual Retum/Report of report unemployment tax paid by an employer
contact you later asking why no return was Employee Benefit Plan.) S.Form 941.-Employer's Quarterly,
filed.If you file a return in the above manner, 10.A religious or apostolic organization Federal Tax Return.Used to report social
you will not be mailed a Form 990 Package in described in section 501(d).(Required to file security and income taxes withheld by an
later years and need not file Form 990 again Form 1065.U.S.Partnership Return of employer and social security tax paid by an
until your gross receipts normally exceed the Income.) employer.
$25,000 minimum or you terminate or 11.An organization whose gross receipts are 9.Form 5500,5500-C,or 5500•R.-
undergo a substantial contraction as described normally$25,000 or less:but see instruction Used to report on employee benefit plans.
in the instructions for line 79. A.paragraph 4.Gross receipts are the sum of Empdoyeri who maintain pension,profit.
Organizations which are eligible to receive lines Id.2,3,4,5,6a,7,8a(both columns), sharing,or other funded deferred
tax deductible contributions are listed in_ _ 9a,10a,and 11 of Part 1.The organization's compensation plans are generally required to
Publication 78,Cumulative list of gross receipts are the total amount it received file one of the 55W series forms specified in
Organizations Described in Section 170(c)of from all sources during its annual accounting the following paragraph.This requirement
the internal Revenue Code of 1954.An period,without subtracting any colts or applies whether or not the plan is qualified
organization may be removed from this listing expenses. under the Internal Revenue Code and whether
if our records shVw that it is required to file . : . ' However,if a local chapter of a section or not the deduction is claimed for the current
Form 990,but it does not file a return or advise 501(cx8)fraternal organization collects - tax year.The Employee Retirement Income
us that It is no longer required to file.However. insurance premiums for its parent lodge and Security Act of 1974 imposes a penalty for late
contributions to such.an
n organization may merely sends those premium par
s to the Wet filing ofthese forms.
JONES HALL HILL & WHITE,
A PROFESSIONAL LAW CORPORATION
ATTORNEYS AT LAW
CHARLES F.ADAMS FOUR EM13ARCADERO CENTER
STEPHEN R.CASALEOOIO SUITE 1950
EDSELL M.EADY,JR. SAN FRANCISCO 94111
ANDREW C.HALL,JR.
HENNETH I.JONES (415) 391-5780
PHILIP NELSON LEE January 27, 1987 AUTOMATIC TELECOPIER
WILLIAM H.MADISON
B (415)391-5784
RIAN D.QUINT
PAUL J.THIMMIO ROBERT J.HILL
SHARON STANTON WHITE OF COUNSEL
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:
In connection with the subject Corporation, please find enclosed the
determination letters of the Franchise Tax Board and the Internal Revenue
Service (IRS) with respect to the Corporation' s exemption from California and
federal income taxes. Please note that the letter from the IRS outlines
certain exceptions to this exemption, as well as the requirement to file Form
990. I have been unable to obtain Form 990 from the local IRS office because
they have exhausted their supply, however, this form should be available at
your local IRS service center.
The IRS letter also indicates that the Corporation has been assigned the
Employer Identification Number 33-0200536. This number should be included in
any correspondence relating to the Corporation that is filed with the IRS.
The number to use in connection with correspondence filed with the State
of California is the Corporation' s California Corporate No. 1537928.
The enclosed letters complete the Transcript for the organization of the
Corporation forwarded to you under my cover letter dated November 6, 1985.
The Franchise Tax Board determination letter is to be inserted into the
Transcript under index tab B5; the IRS determination letter under index tab
B6.
4
January 27, 1987
Page 2
It has been a pleasure working with the City of Huntington Beach and I
look forward to the opportunity in the future.
Very truly yours,
enda F. Bell
Project Coordinator
Enclosure
cc: Gail Hutton, Esq. , City Attorney (w/enclosure)
Stephen V. Kohler (w/enclosure)
Dan Villella (w/enclosure)
CITY OF HUNTINGTON BEACH
INTER-DEPARTMENT COMMUNICATION
HUNMGW N BEACH
To CHARLES W. THOMPSON From ROBERT J. FRANZ
City Administrator Deputy City Administrator
Subject APPROPRIATION TO ACCOMMODATE Date DECEMBER 22, 1986
02/01/87 DEBT SERVICE PAYMENT
ON CERTIFICATES OF PARTICIPATION
ISSUE, FIS 86-46
As requested under the authority of Resolution #4832, a Fiscal Impact Report has been
prepared and submitted relative to the semi-annual payment of debt service for the new
Certificates of Participation Issue which refinanced the Civic Center Project. Anticipations
by the requesting entity are that an appropriation of $715,000 would be adequate to fully
fund the actual due payment of $835,429.58 less the accumulated interest earnings of
approximately $120,000 held in reserve by the Trustee.
An affirmative response by the City Council would reduce the balance of the City's
unappropriated General Fund to $1,051,632.
OBIERT J. A
Deputy City'Administrator
RJF:skd
2890j
REQUE .- FOR CITY COUNC. . ACTION
• ice.
Date December 18, 1986
Submitted to: Honorable Mayor and City Council Members APPROVED BY CITY COUNCIL
Submitted by: Charles W. Thompson, City 34 Administr i ?-
Prepared by: Robert J. Franz, Chief of Administrative Servi �.
Lj
(CITY CLER
Subject: Debt Service - Certificates of Participation Iss
Consistent with Council Policy? V1 Yes [ ] New Policy or Exception
Statement of Issue, Recommendation,Analysis, Funding Source,Alternative Actions,Attachments: ]
Statement of Issue: It is necessary for Council to approve an appropriation of funds
amending the current year's budget in order to pay the annual debt service for the new
Certificates of Participation Issue which refinanced the Civic Center Project.
Recommendation: It is recommended that an appropriation of $715,000 be approved by the
City Council for payment of annual debt service payment on the recently issued Certificates
of Participation.
Analysis: Subsequent to the adoption of the current year budget, the City issued $20 million
of Certificates of Participation (long term debt) to refinance the Civic Center Project (City
Hall, Police Building, Council Chambers, etc.). The proceeds were utilized to pay off the
existing debt of $6.9 million on the Civic Center, establishing a reserve for the new debt
issue in the amount of $868,000, issuance costs/underwriter's discounts of $570,000 and
setting aside $11.6 million for use by the City in the Main/Pier Redevelopment Area for the
construction of parking garages and related land acquisition. The annual debt service on the
$20 million issue is roughly $1,675,000 compared to the debt service on the old issue of
$855,000. Payments by the City on the new issue are payable semi-annually in January and
July. The January 1987 payment was not anticipated in the current year budget since the
Certificates of Participation Issue was not a certainty at the time of budget approval. It is
now necessary to amend the budget to provide for the January 1987 debt service payment
$835,000 less $120,000 of accumulated interest earnings on reserves held by the trustee for
a total appropriation of $715,000.
Financing Source: General fund unemcumbered fund balance.
Alternative Actions: None.
Attachment: Fiscal Impact Statement.
t
PIO 4/84
State of California
FRANCHISE TAX BOARD
scramento, California 95667
November 10, 1986 In reply refer to
344:PTS:jw: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 Humber 1537926
We have reviewed the application for exemption from tax of the
above-named organization under Section 23701f of the Revenue and
Taxation Code.
Based on the information presented in the exemption application, we
have determined that the City of Huntington Beach Civic Improvement
Corporation is an agency of the City of Huntington Beach and is
operating 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. Dockw_eiler
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 'a status as
explained above. Please contact this office if there are any
questions.
<l
Peter T. Shek, Tax Auditor
Exempts and Special Tax Unit
General Audit Section
Telephone (916) 369-4171
Y, �Internal Revenue Service -)artment of the Treasury
district Director
BAN 2 3
P O. Box 2350 Room 5137
Los Angeles, CA 90053
Employer Identification Number:
33-0200536
Date: JAN. 169 1987 Case Number:
956325017
CITY OF HUNTINGTON BEACH CIVIC Contact Person:
C/O CHARLES F ADAMS ESO KNIGHT, EARL
JONES HALL HILL 8 WHITE A PROF CORP Contact Telephone Number:
4 EMSARCADERO CTR STE 1950 (213) 894-4553
SAN FRANCISO, CA 94111
Internal Revenue Code
Section 501(c) (4)
Accounting Period Ending:
June 30
Form 990 Required:
Yes
Caveat Applies:
Yes
Dear Applicant:
Based on information supplied, and assuming your operations will be as
stated in your application for recognition of exemption, we have determined
you are exempt .fros Federal income tax under the provisions of the Internal
Revenue Code section indicated above.
Unless specifically excepted, you are liable for taxes under the Federal
Insurance Contributions Act (social security taxes) for each employee to whom
you pay $100 or more during a calendar year. And, unless excepted, you are
also liable for tax under the Federal Unemployment Tax Act for each employee
to whom you pay $50 or more during a calendar quarter if, during the current
or preceding, calendar year, you- had one or more employees at any time in each
of 20 calendar weeks or you paid wages of $1,500 or more in any calendar
quarter. If.you have any questions about excise, employment or other. Federal
taxes, :please address them to this office.
If your,purposes, character, or method of operation change, please let us
know so we can consider the effect of the change on your exempt"status. Also,
you should inform us of all changes in your name and address.
The heading of this letter indicates whether you must file Form
990, Return of Organization Exempt from Income Tax. If Yes is indicated,
you are only. required to file Form 990 if your gross receipts each year
are normally more than. $25,000. If a return is required, it must be
filed by the 15th day of the fifth month after the end of your annual
.account.ing. period. The taw provides for a penalty of $10 a day, up to a
•maximum of $5,000, when a return is filed late, unless there is reasonable
cause for the delay. This penalty may also" be charged if a return is not
complete. So please make sure your return is complete before you .file it.
You are not required to file Federal income tax returns unless you are
subject to the tax on unrelated business income under section .511 of the
Letter 948(CG)
-2-
CITY OF;HUNTINGTON BEACH CIVIC
Internal Revenue Code. If you are subject to this tax, you must file an
income tax return on Form 990-T, Exempt Organization Business Income Tax
Return. In this letter we are not determining whether any of your present or
proposed activities are unrelated trade or business as defined in Code section
513.
You need an employer identification number even if you have no
employees. If an employer identification-number was not entered on your
application, a number will be assigned to- you and you will be advised of it.
Please use that number on all returns you file and in all correspondence with
the Internal Revenue Service.
Because this letter could help resolve any questions about your exempt
status, . you should keep it in .your permanent records.
If the heading of this letter indicates that a caveat applies, the caveat
below or on the enclosure is an : integral part of this letter.
If you have any questions,- please. contact the person whose name and
telephone number are shown in the_heading of this letter.
Sincerely your y
1
Frederick C. Neilsen
District Director
Letter 948(CG)
-3-
CITY OF HUNTINGTON BEACH CIVIC
Contributions are deductible by the donor if made in accordance with
section 170(c) (1) of the Internal Revenue Code.
Letter 948(CG)
JONES HALL HILL & WRITE,
A PROFESSIONAL LAW CORPORATION
ATTORNEYS AT LAW UUU
CHARLES F.ADAMS FOUR EMBARCADERO CENTER
STEPHEN R.CASALEGGIO SUITE 1950
EDSELL M.EADY,JR. SAN FRANCISCO 94111
ANDREW C.HALL,JR.
HENNETH I.JONES (415) 391-57$0
PHILIP NELSON LEE November 6, 1986 AUTOMATIC TELECOPIER
WILLIAM H.MADISON
B (415)391-57$4
RIAN D.QUINT
PAUL J.THIMMIG ROBERT J.HILL
SHARON STANTON WHITE OF COUNSEL
Ms. Alicia M. Wentworth, City Clerk
City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Re: City of Huntington Beach Civic Improvement Corporation
Dear Alicia:
I am pleased to enclose two (2) copies of the organizational Transcript
which have been prepared with respect to the captioned Corporation. One
Transcript has been provided for the City' s files and one Transcript has been
provided for the Corporation's permanent records. Please note that these
Transcripts still require the the determination letters from the California
Franchise Tax Board and the Internal Revenue Service, Transcript Items B5 and
B6, respectively.
When you receive the determination letters from the California Franchise
Tax Board and the Internal Revenue Service, please make certain that (a)
copies of these letters are forwarded to my attention and (b) copies are
inserted into your Transcripts under the applicable index tab. I will be
calling you in approximately two months to find out if, in fact, your office
has received these letters.
In the interim, if you receive any correspondence in connection with the
applications for exemption or if you have any questions, please do not
hesitate to give me a call .
Very truly yours,
7!�e>nda F. Belli
Project Coordinator
Enclosure
�4"Jff CITY OF HUNTINGTON BEACH CA 86-63
0 COUNCIL - ADMINISTRATOR COMMUNICATION
HUNTINGTON!EACH /�_ _g /l,/°aury c,l
To Honorable Mayor and From Charles W. Thompson I II zs t
City Council Members City Administrator Y Of
Subject ORGANIZATIONAL MEETING OF Date July 21, 1986
CIVIC CENTER IMPROVEMENT CORP.
On the agenda for Monday, July 21, 1986, are several items relating to the organization of
a "Civic Center Improvement Corporation." This is to be the non-profit corporation to be
used as the conduit for the sale of the Certificates of Participation to finance the Civic
Center. To permit additional time for the articles of incorporation for this new
non-profit corporation to be filed with the Secretary of State, it is recommended that the
Council postpone the first organizational meeting of the corporation until its regular
adjourned meeting of Monday, August 4, 1986.
Respect ubmitted,
C �s . Aomson
City Administrator
CWT/SVK:sar
270 2h
Resolution 86-1 - Adopts By Laws
Resolution 86-2 - Elects officers
Resolution 86-3 - Time /Place of Regular Meetings
Resolution 86-4 - Exemption Application - State Franchise Tax Board
Resolution 86-5 - Various Federal Forms
Resolution 86-6 - Purchase/Leaseback/Acquisition/Assignment/Trust &
$20,000,000 Certificates of Participation
City Council Resolution 5687 - Same as Resolution 86-6
Articles of Incorporation
HBPFC Resolution 86-03 & Exhibit "A" - Approves Proceedings to Defeasance
1972 Leasehold Mortgage Bonds, First Issue
City Council Minutes - 8-4-86
Agenda - 8-4-86
Notice of Special Meeting 8-4-86 of Huntington Beach Civic Improvement Corp.
CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
November 17, 1986
Jones Hall Hill & White
Four Embarcadero Center
Suite 1950
San Francisco, CA 94111
Attn: Glenda F. Bell , Project Coordinator
RE: Application for Exemption from Tax Corporation No. 1537928
In response to your letter dated November 6, 1986, we are enclosing
a copy of the determination letter from the California Franchise
Tax Board which you requested. Upon receipt of a letter from the
Internal Revenue Services, we will forward a copy to you.
Alicia M. Wentworth
City Clerk
AMW:bt
Enclosure
(Telephone:714536-5227)
f
JONES HALL HILL & WHITE,
A PROFESSIONAL LAW CORPORATION
ATTORNEYS AT LAW
KENNETH I.JOKES FOUR EMBARCADERO CENTER
ANDREW C.HALL,JR. SUITE 1950
SHARON STANTON WHITE SAN FRANCISCO 94111
CHARLES F.ADAMS
STEPHEN R.CASALEGGIO (415)391-5780
WILLIAM H.MADISON
PHILIP NELSON LEE AUTOMATIC TELECOPIER
EDSELL M.EADY,JR. (415)391.5784
PAULJ.THIMMIG October 15, 1986
BRIAN D.QUINT ROBERT J.HILL
JORGEN L.NIELSEN /�
OF COUNSEL
TR.ACY E.CONNER
JOHN PAUL THOMAS
Ms. Alicia M. Wentworth
City Clerk �
City of Huntington Beach 17
2000 Main Street
Huntington Beach, California 92648
Re: City of Huntington Beach Civic Improvement Corporation
Dear Alicia:
Pursuant to our telephone conversation of October 14, please find
enclosed the following:
(a) Statement by Domestic Nonprofit Corporation;
(b) Form FTB 3500 (California Exemption Application);
(c) Form 1024 (Federal Application for Recognition of Exemption);
(d) Form 2848 (Power of Attorney) [please note that this form requires
that same be signed in the presence of a notary public (or two
witnesses) and that such notary public (or witnesses) also sign the
form]; and
(e) Form SS-4 (Application for Employer Identification Number).
If the documents have been completed to your satisfaction, please date
end sign all copies enclosed and return same to the undersigned at your
earliest convenience. The enclosed Statement by Domestic Nonprofit
Corporation must be filed with the California Secretary of State prior to
October 29. Therefore, please return the fully executed Statement by Domestic
Nonprofit Corporation to me prior to October 24. The other documents may be
reviewed and executed at your leisure. I have enclosed a Federal Express
envelope for your convenience in returning the enclosed.
Please also return with the enclosed documents, three (3) certified
copies of (a) the Corporation' s Resolution Nos. 86-1 through 86-6, which were
adopted August 4, 1986, (b) the minutes of the Corporation' s organizational
meeting, and (c) the Corporation' s Bylaws.
s �
t
October 15, 1986
Page 2
Upon receipt of the executed (and notarized) documents, I will forward
same to the appropriate governmental offices, together with the required fees.
In addition, I will prepare Transcripts of the Corporation' s
organizational documents for distribution to (a) the Corporation, (b) the
Charter Oak Unified School District, and (c) this office.
Thank you for your assistance. If you have any questions or comments,
please do not hesitate to call .
Very tr ly yours,
lenda F. Bell
Project Coordinator
Enclosure
USE TOS AWJLL MR DOWTIC SNPAMM WFINN TNE CON"WWAL U S.A.ALASKA AND MWAH
COMPLEIT PURPLE ASIA&FOR ASSISYANCE CALL 801IM&W TOLL FREE
LE iRA CK OF MW SET MN COAMM AWAM RAV ws nW noms.
'S FEWRAL E' 1,9ACM01TWAIMI? I FDA Tj
%600
rorn(Your Name) YmiNdMikumber(Very Importano o(Recipients Name) ReCipmemir Phone NUrnber I'lery lff"ft*
4146" 1 ( 17""17 - - Glen" ftl I 1 ( . 41$ 3914780
C Company Delrartment�Floor No. Company Department/Floor No.
o' Co"
4Wti W&LL 14tLL fA i*KlTfi ift" "oil Hill a "'Ift
Street Address Exact Strest Address Mu of ROL Jaxn or AA Zip ftft W ft*fthal AM RaW Al Exn OmMe.)
9#46AKfoA4fk4,"$V1.0 1000 .4
C3
1a; state city, state IL
A IFftW18040 calffeftft
it A)t &A"1 sw� I R
W7n16?U3 9Zjp Code Required For 7-11=Z Zip Required(a itis on zrp mW L's,
Alxm,ft 4 "U.1 Cj
OR SILLINS INFORMATM(FIRST 24 9NA44CTERS WILL OMU ON INVOICE-] FOX MCK-UP A T TRIS=FE STA - Federal Express Use
Address(SW 8wivies Call 800 238�5355) Base Charges
BUI Pacipetrift FedEx AccL No. :d P%::!U AccL No. Bill Credit Card
Bill Shipper Fill in Una below 0 BF!". Une Fill in IWO below State
INE71, 0 cash FedEx Aect,No.or Major Credit Card No —D;Fl—ared Value Charge
no L*a� ar 6ZIp Code of Street Address Required
SERVICES mm MR
— CNECKONLYONEBOX Origin Agent Charge
OVERNIENT
NOLD FOR Mff-#P Give the Federal Escpritis
10=PRIOZEDet 1 6 El LETTER Eladdress where you want pacirage held in
.c= Packs"T'Ir. AV"0 st 1W
MRNMT RELIVElfflo" YOUR BECLUED VALUE
Y60"
N
N
Street Address
S
1� C'
PR
=
on
UNNI MR PACKASING JAM46E ff LIIISS
rier-Pak Overnight Envelope -2S;d6jER WEENDAY
1�2"x 5"" ft we Hettle for no more therri$W Par padcage in the
3 0 A �30 SEWER SATURM Y iEwe chow event of pf~Ioss or you IN in a Other
WO."11111111111 I%-ID Ir
it,, a Uj W*
TTOMtsl re event � ,tor
Overnight Tube or t It�7% Cc*
the
mc
4 0 38"x V'x&'x 61, B 4 Tfall sad, in'
shown ourServk;eGu1de.Dec1ared=*
3f=
so ot Total Charges
Rederved At
=�A pwm� Shi a r DELAY
00
M
5�r_] 6[:1 WYXE— Lb. 0c] u-.1 QrW h or non-�.in
T,em 78
SERMECRAWIrTHENT"" 7 0 078a SPECiAL SERViVE Fedpx Loc. th,ev::cWfjaa 14=F;=r
672 , your
PRi0FUTY I-Daveiry is=d., C,==Z=-W— � mp-Ml—
in�ftisbo..R-y it=.9 8 Fedecal Exp7 CtSr No.
dissr.b.is Widi, r pd-q PART
STANDARD MR =n CONSEQUENTIAL DAMARES #2041738901
ississins.__ii,Dlh�. ,
WW— 9[:]SATWMYP=4PONSATWMVMW
days 0 trsdessiation is ousside pn-"-- (Exists charge applim) VVewilno(bempmisMorkableforanykmordwroge FEC-S-751-1000
resilling:ndeftnon-deliveryordernage
escepi noted above The includes Wplfd=� REVISION DATE
NOW Wit and other 10/85
PRINTED U.S.A.NCR
•�� CITY OV BEACH
INTER-DEPARTMENT COMMUNICATION
HUNnNGWN So+
To HONORABLE MAYOR From ROBERT J. FRANZ
AND CITY COUNCIL MEMBERS Deputy City Administrator
Subject ORGANIZATIONAL MEETING - Date JULY 290 1986
CITY OF HUNTINGTON BEACH
CIVIC IMPROVEMENT CORPORATION
In conjunction with the certificates of participation issue to refinance the civic center debt,
a new corporation has been formed. Attached is the notice of special meeting for the new
corporation and the agenda for the new corporation's organizational meeting which is
scheduled to coincide with the City Council meeting of August 4, 1986. The bylaws of the
new corporation specify that City Council Members will serve as the Directors of the Civic
Improvement Corporation. . As Directors of the City of Huntington Beach Civic
Improvement Corporation, it is recommended that you take the following actions:
1. Adopt Resolution 86-2 designating Mayor Robert Mandie as President of the
Huntington Beach Civic Improvement Corporation, Mayor Pro-Tem Ruth Finley
as Vice President, and City Clerk, Alicia Wentworth, as Secretary of the new
Corporation;
2. Adopt Resolution 86-3 designating the first Monday of July of each year as the
time and place of regular meetings of the Corporation;
3. Adopt Resolution 86-4 approving and authorizing execution and filing of
exemption application to State Franchise Tax Board;
4. Adopt Resolution 86-5 approving and authorizing execution of various federal
forms;
5. Adopt Resolution 86-6 approving the various legal documents relating to the
certificates of participation issue.
The approval of the above resolutions, will permit the financing of the refunding of the
civic center debt and provision of funds for capital improvements in the downtown
redevelopment area.
ADeputy
ANZ
dministrator
Administrative Services
RJF:skd
2645j
ALTERNATIVE ACTION
ORGANIZATIONAL MEETING OF CITY OF HUNTINGTON BEACH
CIVIC IMPROVEMENT CORPORATION
DISCUSSION:
At the July 21, 1986 Council Meeting, two city council members commented on their
preference to have the existing Public Facilities Corporation (PFC) utilized for the
certificates of participation issue instead of a new corporation. A review of the tape
indicates that no direction was given to staff on this subject.
The resolution that the City Council adopted on July 21, 1986 with a $20 million limit on
the size of the issue approved an agreement between the City and the Civic Improvement
Corporation. The new corporation has been created. Based on these actions, the
certificates of participation were sold to the public on July 23, 1986 and purchase
commitments were obtained at an interest rate to the bond buyers of 7.7%.
In order to conclude this financing on the basis of those purchase commitments from bond
buyers, it is necessary for the newly created Civic Improvement Corporation to take the
actions identified in the staff memorandum regarding the organizational meeting of the
City of Huntington Beach Civic Improvement Corporation.
To not utilize the newly created corporation would collapse the financing commitments
and would require starting over on adoption and review of legal documents, marketing the
certificates to the public, and obtaining purchase commitments. This would eliminate the
possibility of even issuing certificates since the Tax Reform Act is expected to be
adopted prior to the City having the time to complete the steps required. In addition, a
re-marketing could increase the cost significantly over the 30 year issue compared to the
current commitments that we have.
The bylaws of the new corporation name the City Council members as directors. If the
City Council does not desire to serve as directors, the bylaws of the corporation can be
amended by a majority vote to allow the directors of the corporation to be individuals
other than the City Council members. The bylaws also currently indicate there will be
seven directors and this number could be changed to a lesser figure if desired. If either of
these actions are desired by the Council it is suggested that you take the following action:
ALTERNATIVE ACTION:
A. Adopt Resolutions 86-2 through 86-6 as prepared for the certificates of
participation issue and summarized in the memorandum regarding the
organizational meeting of the City of Huntington Beach Civic Improvement
Corporation, and
B. Instruct the corporation's legal counsel to prepare the necessary changes to
the bylaws to allow for appointment of individuals other than the
City Council as directors of the corporation and/or less than seven directors.
If the above two actions are taken, then the certificates of participation issue will
proceed as scheduled and the staff will coordinate the necessary steps to implement
item B and return the necessary documents to Council to implement whatever changes
you indicate are desired.
2688j
JONE S HALL HILL & WHITE,
A PROFESSIONAL LAW CORPORATION
ATTORNEYS AT LAW
KENNETH I.JOKES FOUR EMBARCADERO CENTER
ANDREW C.HALL,JR. SUITE 1950
SHARON STANTON WHITE SAN FRANCISCO 94111
CHARLES F.ADAMS
STEPHEN R.CASALEGGIO (415)391-5'780
WILLIAM H.MADISON
PHILIP NELSON LEE AUTOMATIC TELECOPIER
EDSELL M.EADY,JR. 4415)391-5784
PA U L J.TH IMMIG
BRIAN D.UUINT ROBERT J.HILL
JORGEN L.NIELSEN OF COUNSEL
TRACY E.CONNER
JOHN PAUL THOMAS
August 5, 1986
To: All Parties Listed on the Enclosed Distribution List
CLOSING MEMORANDUM RE:
$20,000,000
CERTIFICATES OF PARTICIPATION
(Civic Center Project)
Evidencing Proportionate Interests of the
Owners Thereof in Lease Payments to be Made by the
CITY OF HUNTINGTON BEACH
(California)
As the Rental for Certain Property
Pursuant to a Lease Agreement with the
CITY OF HUNTINGTON BEACH CIVIC IMPROVEMENT CORPORATION
The Pre-Closing and Closing of the captioned financing are scheduled to
be held in the offices of Jones Hall Hill & White, A Professional Law
Corporation, Four Embarcadero Center, Suite 1950, in San Francisco,
California, on Tuesday, August 12, and Wednesday, August 13, respectively. The
Pre-Closing will begin at 1:00 p.m. and the Closing will begin at 8:30 a.m.
Enclosed is a Schedule of Transcript Documents which sets forth the
documents to be presented and/or executed prior to Closing or at Closing. The
draft documents enclosed are numbered in the upper right-hand corner with
their corresponding letter/number designation on the Schedule of Transcript
Documents. This Memorandum makes reference to documents listed on the Schedule
by the letter/number designation beside which they are listed.
Closing Memorandum August 5, 1986
City of San Diego Page 2
Set forth below is a description of procedures and responsibilities as
they affect each Closing participant. All documents executed and received by
this office prior to the Closing, as requested herein, will be held in escrow
by this office for delivery at the Closing upon consent and agreement of the
parties thereto.
CITY & COUNSEL
CIVIC IMPROVEMENT CORPORATION & COUNSEL
HUNTINGTON BEACH PUBLIC FACILITIES CORPORATION
1. Mr. Robert Franz, Chief of Administrative Services for the City of
Huntington Beach (the "City") has arranged a signing session for the
undersigned to be held Friday, August 8 at 10:30 a.m. with the following
officials in their respective capacities with the City, the City of Huntington
Beach Civic Improvement Corporation (the "Corporation") and the Huntington
Beach Public Facilities Corporation (the "Facilities Corporation"). The
officials expected to be present at the signing session are:
-Robert P. Mandic (Mayor / President of the Corporation)
-Alicia M. Wentworth (City Clerk / Secretary of the Corporation)
-Charles W. Thompson (City Administrator / Executive Director of
the Corporation)
-Robert Franz (Chief, Administrative Services)
-Stephen Kohler (Principal Redevelopment Specialist)
-Lorraine Faber (Secretary, Facilities Corporation)
Ms. Sally Danekas of this office will conduct the signing session and
notarize documents which are to be recorded with the County Recorder on the
morning of Closing.
2. Ms. Wentworth is requested to bring the seal of the City and the
seal of the City of Huntington Beach Civic Improvement Corporation to the
signing session. 3. The undersigned will coordinate the execution of the
following legal documents and certificates:
BASE LEGAL DOCUMENTS:
- Acquisition Agreement
- Grant Deed from City to Corporation
- Discharge of 1972 Lease and Sublease*
- Memorandum of Lease Agreement
- Lease Agreement
- Trust Agreement
- Escrow Deposit and Trust Agreement*
Closing Memorandum August 5, 1986
City of San Diego Page 3
- Final Official Statement
CLOSING CERTIFICATES for the City:
- Incumbency and Signature Certificate
- Certificate of the City Clerk
- Officer' s Certificate of the City
CLOSING CERTIFICATES for the Civic Improvement Corporation:
- Certificate Regarding Articles of Incorporation
- Certificate Regarding Bylaws of the Corporation
- Certificate Regarding Authorizing Resolution
- Incumbency and Signature Certificate
- Officer' s Certificate of the Corporation
- Written Request to the Trustee
- Requisition for Disbursement from Acquisition Fund
CLOSING CERTIFICATES for the Facilities Corporation:*
- Certificate Regarding Effectiveness of Bylaws and Articles of
Incorporation
- Incumbency and Signature Certificate
Note: The legal documents and closing certificates marked with an asterisk
were sent for signature of Mr. Stephen Wight, President of the Facilities
Corporation on Friday, August 1. All remaining documents and certificates,
including the Arbitrage Certificate, will be executed at the Pre-Closing and
Closing by Mr. Robert Franz for the City.
4. Ms. Wentworth is requested to prepare and deliver to the
aforementioned signing session 8 certified copies of the following. Each
certified copy is to be a photocopy of an executed original bearing a legend
(stamped, stapled or otherwise affixed to said copy) to the effect the
foregoing instrument is a true and correct copy of the original instrument on
file in the office of the Clerk or Secretary, as the case may be, of the
respective governing boards of the parties thereto, to be originally executed
by the Clerk or Secretary, as the case may be, beneath said legend and over
whose signature the seal of the respective governing board is to be impressed:
(a) Resolution No. 5687, "Resolution of the City Council of the City of
Huntington Beach Approving Sale and Leaseback of Civic Center Land
and Improvements with City of Huntington Beach Civic Improvement
Corporation, Approving and Authorizing Execution of Related
Acquisition Agreement, Lease Agreement and Trust Agreement,
Authorizing Proceedings for Refinancing of 1973 Bonds Issued to
Finance such Land and Improvements, Approving Official Statement and
Sale of Not to Exceed $33,000,000 Certificates of Participation, and
Closing Memorandum August 5, 1986
City of San Diego Page 4
Approving Related Documents and Official Action", adopted by the
City on July 21, 1986;
(b) Resolution No. 86-6, "Resolution of the Board of Directors of the
City of Huntington Beach Civic Improvement Corporation Approving
Purchase and Leaseback of Civic Center Land and Improvements with
the City of Huntington Beach, Approving and Authorizing Execution of
Related Acquisition Agreement, Lease Agreement, Assignment Agreement
and Trust Agreement, Approving Official Statement and Sale of Not to
Exceed $33,000,000 Certificates of Participation, and Approving
Related Documents and Official Action", adopted by Corporation on
August 4, 1986;
(c) Bylaws of the Corporation, together with any and all amendments
thereto.
5. The undersigned has requested certified copies of Good Standing
Certificates for the Corporation and the Facilities Corporation from the
California Secretary of State and certified copies of the Certificate of
Exempt Standing from the California Franchise Tax Board. The undersigned will
also obtain the letter of Exempt Standing from the Internal Revenue Service
for both corporations. The certificates and letters of exempt standing
mentioned in this paragraph will be delivered prior to the pre-closing and the
undersigned has requested, through GKL Corporate Search, additional certified
copies of same to be dated the day of Closing. GKL Corporate Search will
notify the undersigned on the morning of Closing the good standing and exempt
status of the Corporation and the Facilities Corporation.
6. The undersigned has been informed by Mr. Bob Franz that the City
will be self-insuring for the public liability portion of insurance required
under Section 5.3 of the Lease. Mr. Franz is requested to provide the
undersigned with the amount of moneys held in reserve by the City to be used
for extinguishment or satisfaction of judgments or settlements against the
City relating to event as described in said section. Mr. Franz will be
requested at pre-closing to execute a certificate in the form of Item B-9
regarding same.
7. Mr. Franz has also informed the undersigned that the City has
obtained fire and extended coverage insurance through an independent insurance
broker in an amount equal to $20 million, which amount meets the requirement
of Section 5.4 of the Lease (being the aggregate principal amount of
outstanding certificates). The rental interruption insurance required under
Section 5.5 of the Lease will also be obtained by the City through the same
independent broker. Mr. Franz is requested to provide and deliver to the pre-
closing, the certificates evidencing the insurance obtained through said
Closing Memorandum August 5, 1986
City of San Diego Page 5
broker, which certificates are to be dated the day of Closing (August 13),
with the Corporation and the Trustee as additional insured parties.
8. Mr. Franz is also requested to forward to the insurance broker the
letter marked as Item 8d, which letter is to be dated the day of Closing
(August 13) and to be delivered to the undersigned at the pre-closing.
9. Gail Hutton, Esq. , City Attorney, is requested to prepare on the
City' s letterhead, the form of opinion enclosed as Item B-10. Ms. Hutton is
requested to deliver 8 executed originals of the opinion, to be dated the day
of Closing and delivered to the undersigned no later than Monday, August 11.
10. The undersigned has requested Mr. Hunter Holding of Stone &
Youngberg to forward to Mr. Stephen Kohler no later than Monday, August 11, 8
copies of the final Official Statement to be executed by Charles Thompson, in
his dual capacity as City Administrator and Executive Director of the
Corporation. Mr. Kohler is requested to deliver the final Official
Statement' s to the pre-closing.
11. The Arbitrage Certificate is being prepared by our tax attorney,
Ms. Sharon White, and will be forwarded to all parties upon completion.
Mr. Franz is requested to inform the undersigned of the expected completion
date of the Project for which the City has entered into a contract in excess
of $100,000.00.
12. Please advise the undersigned of any costs of issuance to be paid at
Closing from the Costs of Issuance Fund by Friday, August 8. If any amount($)
are to be disbursed at Closing from said Func, please have invoices prepared
and delivered to the undersigned at pre-closing.
13. Mr. Bob Franz has been requested to coordinate with the undersigned,
Mr. Suhail Dada of Security Pacific National Bank and with Mr. Randy Scheider
of Bank of America National Trust and Savings Association, the deposit and
transfers of funds for the financing.
FACILITIES CORPORATION
1. Ms. Lorraine Faber is requested to prepare and deliver to the
aforementioned signing session 8 certified copies of the following. Each
certified copy is to be a photocopy of an executed original bearing a legend
(stamped, stapled or otherwise affixed to said copy) to the effect the
foregoing instrument is a true and correct copy of the original instrument on
file in the office of the Secretary, to be originally executed by the
Secretary, beneath said legend and over whose signature the seal of the
Facilities Corporation is to be impressed:
Closing Memorandum August 5, 1986
City of San Diego Page 6
(a) Resolution No. "Resolution of the Board of Directors of
the Huntington Beach Public Facilities Corporation Approving
Proceedings to Refinance 1972 Leasehold Mortgage Bonds, First
Issue", adopted by the Facilities Corporation on August 30, 1986;
(b) Bylaws of the Facilities Corporation, together with and all
amendments thereto.
2. The undersigned has requested a UCC-3 lien search of the Facilities
Corporation through GKL Corporate Search, which search is expected to be
completed and delivered to the undersigned on Friday, August 8.
3. Mr. Franz is requested to deliver to the signing session on Friday,
August 8, the documents previously forwarded to him for execution by the
President of the Facilities Corporation. Ms. Lorraine Farber, Secretary of
the Corporation will then execute the documents and certificates as indicated
and Ms. Sally Danekas will deliver same to the undersigned.
SECURITY PACIFIC NATIONAL BANK (as 1986 TRUSTEE) and COUNSEL
1. The definitive Certificates will be delivered August 6 to your
Operation' s Center in Glendale for insertion of registration/denomination
information and authentication by authorized officers. The Certificates are
to held in escrow by Ms. Sakuro Belmonte at your Operation' s Center until the
day of Closing, at which time, Lloyd Thomas of Stone & Youngberg will be
present to take delivery of the Certificates upon confirmation by the
undersigned or Mr. Chick Adams that the financing is Closed.
2. The undersigned will deliver to you on Friday, August 8, 8 copies of
the Assignment Agreement and Lease Agreement to be executed, notarized and
returned to the undersigned no later than Monday, August 11.
3. The undersigned will notify you on Monday, August 11, of the amounts
and payees of any disbursements to be made at Closing from the Costs of
Issuance Fund and the Acquisition Fund. The Trustee is requested to prepare
and deliver to the Closing checks for payment of same.
4. Please deliver on or prior to the pre-closing, 8 copies of the
Trustee' s Authentication and Incumbency Certificate, together with 8 copies of
a general signing resolution.
5. Please have your counsel prepare 7 originally executed originals of
an opinion required pursuant to Section 9(6) of the Purchase Agreement.
Please note that said opinion is to be dated the day of Closing (August 13) .
Closing Memorandum August 5, 1986
City of San Diego Page 7
6. Please coordinate the transfer of proceeds with the undersigned and
Mr. Bob Franz, including the transfer of the Reserve Account from the Escrow
Holder.
7. Certificate proceeds will be delivered in the form of a federal
funds check, made payable to Security Pacific National Bank, as trustee for
the City of Huntington Beach. Proceeds are calculated as follows:
$20,000,000.00 Principal Amount of Certificates
(450,000.00) Less Underwriter' s Discount
$19,550,000.00
$ 119,347.08 Plus Accrued Interest (July 15, 1986 to the date
hereof
$19,669,347.08 TOTAL PURCHASE PRICE
8. Please review the certificates you will be executing at Closing
(Items D-1 through D-6) and forward comments to the undersigned by Monday,
August 11.
BANK OF AMERICA, AS 1972 TRUSTEE AND ESCROW BANK
1. Please deliver on or prior to the pre-closing, 8 copies of the
Trustee' s Authentication adn Incumbency Certificate, together with 8 copies of
a general signing resolution.
2. The undersigned will deliver to you on Friday, August 8, 8 copies of
the Escrow Agreement to be executed and returned to the undersigned no later
than Monday, August 11.
3. Please coordinate with the undersigned, Mr. Bob Franz, and Mr.
Sohail Dada of Security Pacific, the deposit of funds/securities in the Escrow
Fund, the transfer of "old" funds/securities to the City of Huntington Beach
and the transfer of the Reserve Account for the prior issue to the 1986
Trustee.
4. Please review the certificates you will be executing at Closing
(Items E-1 through E-6) and forward comments to the undersigned by Monday,
August 11.
UNDERWRITER AND COUNSEL
1. Please forward 8 copies of the final Official Statement to
Mr. Stephen Kohler no later than Monday, August 11. Please note that Mr.
Charles Thompson is required to sign the Official Statement in his dual
Closing Memorandum August 5, 1986
City of San Diego Page 8
capacity as City Administrator of the City and Executive Director of the
Corporation. Please provide two signature lines with the appropriate titles
beneath same for Mr. Thompson to execute. Mr. Kohler has been requested
herein, upon execution by Mr. Thompson, to deliver the final Official
Statements to the undersigned at the pre-closing.
2. Please deliver 25 additional copies of the final Official Statement
to the undersigned at the pre-closing.
3. Please deliver 7 originally executed Purchase Contracts to the
undersigned upon receipt of this memorandum. The Purchase Contract is to be
executed for the Corporation and the City by mr. Thompson in his dual capacity
as City Administrator for the City and Executive Director for the Corporation.
4. Please provide the undersigned with the date of the final Official
Statement upon receipt of this memorandum in order for the various opinions of
counsel and certificates to be prepared for the signing session on Friday,
August 8.
5. Please advise the undersigned of the amount(s) and payee(s) of any
Costs of Issuance which are to be paid at Closing and for which you will
deliver invoices at the Closing.
6. Please provide 7 originally executed copies of a letter regarding
the reserve requirement and remarketing of the Certificates to the undersigned
at the pre-closing.
7. Please provide the rating letter of Moody's Investors Service to the
undersigned upon receipt of same, but in no event later than Monday,
August 11.
8. Please provide 7 copies of the study of Arthur Anderson & Co.
verifying sufficiency of deposits to Escrow Fund pursuant to Section 9(9) of
Purchase Agreement.
9. Please provide 7 copies of the Blue Sky and Legal Investment
Memorandum.
10. Mr. Lloyd Thomas of your office has verified the purchase price of
the Certificates in the amount of 19,669,347.08, which purchase price will be
delivered in the form of a federal funds check at Closing for deposit by
Security Pacific Bank, as trustee for the City. At that time, the City will
deliver the good faith check in the amount of $50,000, which good faith check
is held in escrow by this office.
Closing Memorandum August 5, 1986
City or San Diego Page 9
11. Proceeds of the Certificates, transfers from the 1972 leasehold bond
accounts to the City and to the 1972 Trustee are shown on the attached
Exhibit "A".
SPECIAL COUNSEL
1. The undersigned is coordinating the recordation of the Discharge of
1972 Lease and Sublease, the Memorandum of Lease, the Assignment Agreement and
Grant Deed from the City to the Corporation with Mr. Randy Owens of First
American Title Company. Mr. Owens has been requested to arrange a special
recording session with the County Recorder of Orange County for 8:00 a.m. ,
August 13. Upon recordation of the documents, First American Title Insurance
Company will deliver the original CLTA Title Insurance Policy to the Closing.
The Policy will insure the Corporation' s fee title to the site and project and
the City' s leasehold title to the same, with assignment of the leasehold title
to Security Pacific National Bank, as trustee, pursuant to Sections 4.6 and
5.6 of the Lease Agreement.
2. The undersigned is in receipt of the appraisal of the Civic Center
by E. R. Metcalfe & Associates, which apraisal valuates the fair market value
of the Civic Center and which will be included in the transcript as Item B-7.
3. Special counsel will deliver the good faith check to the Underwriter
at Closing which it is holding in escrow for the City. Special counsel will
also deliver the opinions and reliance letters listed as Items C11, and H2
through H5.
4. The undersigned will supervise all procedures necessary to ensure
the execution and/or delivery at or prior to Closing of all items listed on
the enclosed schedule.
5. Special counsel will prepare Closing transcript binders, ultimately
to a comprised of all items listed on the enclosed Schedule, to be distributed
after Closing as follows:
City of Huntington Beach (1 original and 1 copy)
City of Huntington Beach Civic Improvement Corporation (1 original)
Huntington Beach Public Facilities Corporation (1 original)
Bowie, Arneson, Kadi & Dixon (1 copy)
Stone & Youngberg (1 original)
Security Pacific National Bank (1 original )
Bank of America National Trust and Savings Association (1 original)
Jensen & Doyle (1 copy)
Jones Hall Hill & White (1 original and 1 copy)
• Closing Memorandum August 5, 1986
City of San Diego Page 10
ALL PARTIES
1. Please review the enclosed Schedule of Transcript Documents and draft
documents and advise Chick Adams or the undersigned as soon as possible with
any comments you may have.
2. To ensure proper delivery of payment for costs of issuance at
Closing, please notify the undersigned as soon as possible, but in no event
later than 12:00 p.m. , Friday, August 11, with the amount(s) and payee(s) of
any Costs of Issuance which are to be paid at Closing and for which you will
deliver an invoice at Closing.
Very truly yours,
Z'
ecca S. Dunn
Project Coodinator
Closing Department
RSD8041
18019-13
18019.13/F6420
CITY OF HUNTINGTON BEACH
1986 Certificates of Participation
(Civic Center Project)
Distribution List
CITY CORPORATION COUNSEL
- Mr. Stephen V. Kohler, - Ms. Joan Arneson
Senior Community Development Bowie, Arneson, Kadi & Dixon
Specialist 4920 Campus Drive, Suite A
- Mr. Robert Franz, Chief of Newport Beach CA 92660
Administrative Services (714) 851-1300
- Mr. Robert C. Sangster, Deputy City
Attorney BOND COUNSEL
- Ms. Alicia Wentworth - Charles F. Adams
City Clerk - Rebecca S. Dunn
- Ms. Gail Hutton Jones Hall Hill & White
City Attorney Four Embarcadero Center, Suite 1950
City of Huntington Beach San Francisco CA 94111
2000 Main Street (415) 391-5780
(Post Office Box 190)
Huntington Beach CA 92648 ESCROW HOLDER
(714) 536-5542 (Kohler) - Robert Scheider
-5228 (Franz) Bank of America NT&SA
-5555 (Sangster) 555 South Flower Street, #8510
Los Angeles, CA 90071
UNDERWRITER (213) 228-4146
- Mr. Scott Sollers
- Mr. Hunter Holding ESCROW HOLDER COUNSEL
Stone & Youngberg - Rick Doyle
One California Street, Suite 2800 Jensen & Doyle
San Francisco CA 94111 400 Montgomery Street, Suite 800
(415) 981-1314 San Francisco, CA 94104
(415) 986-6520
TRUSTEE
- Mr. Dennis Wong TITLE COMPANY
- Mr. Sohail Dada - Mr. Randy Owens
Security Pacific National Bank First American Title Insurance Co.
333 South Beaudry Avenue 114 East Fifth Street
Corporate Services Division W24-30 Santa Ana, CA 92702
Los Angeles, California 90017 (714) 558-3211
(213) 580-2807 (Wong) telecopy: (714) 541-6372
-2822 (Parks)